A DGA holding 5% or more who leaves the Netherlands gets a protective assessment at box 2 rates on the growth in value to departure, deferred for life within the EU. Each later dividend bears 15% Dutch tax (10% for Portugal), residence-state tax with credit, and an instalment of the assessment, so the total stays near box 2 until it is paid off. A director's fee is taxed by the Netherlands for Spanish residents and by Portugal for work done there. Run the company from the Netherlands, or it may become Spanish or Portuguese.
You can leave the Netherlands; your box 2 claim comes with you
Many Dutch director-shareholders (DGAs) move south and keep their B.V. The tax map changes on the day you leave.
Three things happen. First, the Netherlands taxes the growth in value of your shares up to departure, by a protective assessment that you pay off over time. Second, every euro you take out afterwards is taxed in two countries: the Netherlands as source, Spain or Portugal as residence, with credits in between. Third, the company itself can follow you: if you take the decisions at your kitchen table abroad, Spain or Portugal can say the B.V. is resident there.
This note follows one scenario from start to finish: a DGA who emigrates and keeps the company. Our country notes for Spanish residents and Portuguese residents give the general picture; here we go deeper on the exit, the treaties and dividends versus pay.
Protective assessment
Box 2 on the gain to departure, deferred for life.
15% / 10%
Spain under the 1971 treaty, Portugal under 1999.
Treaty-specific
Spain: Netherlands taxes. Portugal: where you work.
Where decisions are taken
Both treaties use effective management.
The protective assessment on your substantial interest
A holding of at least 5% in a company, alone or with your fiscal partner, is a substantial interest (aanmerkelijk belang). When you stop being a Dutch resident, the Income Tax Act treats the shares as sold at market value. The gain, value minus acquisition cost, is box 2 income of the emigration year, taxed at 24.5% on the first EUR 68,843 and 31% above in 2026. A cabinet proposal would cut the top rate to 29.2% for 2027 to 2030; it is not law.
The tax is imposed as a protective assessment (conserverende aanslag) after you file the emigration-year return. Within the EU or EEA, payment is deferred automatically, without interest and without security. A move on to a country outside the EU ends the deferral, and you then need security, such as a bank guarantee or a pledge on the shares, to defer again.
No expiry. For emigrations after 15 September 2015, the assessment for a substantial interest is valid without limit and the deferral lasts for life. The old remission after ten years applies only to people who left before that date.
| Event after the move | Effect on the assessment |
|---|---|
| Sale or gift of the shares | Deferral ends for the part sold; the tax becomes payable |
| Dividend | Deferral ends for the dividend times the box 2 rate, less Dutch dividend tax and foreign tax on it |
| Liquidation, repayment of capital, buyback | Report the event; treated as a distribution or a disposal |
| Move from the EU to a third country | Deferral withdrawn; new deferral only against security |
| Fall in value, other than by distributions | Assessment can be reduced on a later disposal |
How a dividend chips away at the assessment. Each dividend ends part of the deferral: the dividend multiplied by the box 2 rate, minus the Dutch dividend tax and minus the tax actually levied abroad on it. The Belastingdienst knowledge group confirmed in 2025, for a DGA in Spain, that this respects the treaty: it collects tax on the pre-departure gain. The result is that, while the assessment is open, you pay roughly what you would have paid at home.
Eva holds 100% of a B.V. founded with EUR 18,000 of capital, valued at EUR 2 million when she moves to Valencia in 2026. Deemed gain: EUR 1,982,000. Box 2: 24.5% of EUR 68,843 is EUR 16,867, plus 31% of EUR 1,913,157 is EUR 593,079. Protective assessment: EUR 609,945, deferred without security because Spain is in the EU.
Law and practice: Income Tax Act 2001 (Wet IB 2001), Articles 2.12 (rates) and 4.16(1)(h) (deemed disposal on emigration); Collection of State Taxes Act 1990 (Invorderingswet), Articles 25(8) and 26; Belastingdienst, 'Conserverende aanslag bij emigratie'; Kennisgroep Buitenland KG:207:2025:1 on partial withdrawal of the deferral after a dividend (NL–Spain treaty). Hoge Raad 20 February 2009, ECLI:NL:HR:2009:AZ2232. Details of the exit side of a sale: exit tax note.
Dividends, interest, rent and gains under two different treaties
As a non-resident you remain liable to Dutch tax on the income from your substantial interest: dividends and gains on the shares fall in non-resident box 2. The treaties then cap what the Netherlands may keep.
| Point | Netherlands–Spain (1971) | Netherlands–Portugal (1999) |
|---|---|---|
| Dividend tax on an individual | 15% | 10%; 15% is withheld unless reduced at source, then refund |
| Credit in the residence state | Spain credits the Dutch tax (Art. 25(4)) | Portugal credits the Dutch tax (Art. 24) |
| Gain on the shares after the move | Residence state, except Art. 14(5) | Residence state, except Art. 13(5) |
| Tail clause | 5 years; Dutch nationals with at least one third of the shares and over 7% of capital | 10 years; holdings of at least 5% |
| Directors' pay | Art. 17: Netherlands may tax a bestuurder or commissaris | Art. 16: continuous activity goes to Art. 15, employment |
| Company tie-breaker | Place of effective management; not covered by the MLI | Place of effective management; Portugal reserved MLI Art. 4 |
Gains on the shares. Under both treaties the residence state normally taxes a later sale. The tail clauses let the Netherlands tax the gain for five (Spain) or ten (Portugal) years after departure; the Portuguese explanatory memorandum says the Netherlands then collects only the outstanding protective assessment. After that period the Dutch view is that the assessment is still due, as it taxes pre-departure growth. Neither Spain nor Portugal gives a general step-up on arrival, so double taxation of the same growth is a real risk: plan the sale with both advisers.
Interest, rent and fees. Interest on your loan to the B.V. bears no Dutch withholding tax, though non-resident tax can reach assets made available to your own company, within the treaty interest article. Rent from Dutch property let to the B.V. stays taxable in the Netherlands. A management fee invoiced to your own company is, in Dutch eyes, director's pay. See our note on shareholder loans.
A new Spanish treaty: agreed, not in force. Spain's Council of Ministers authorised signature of a new treaty on 10 March 2026; it was still unsigned in August 2026 and needs ratification in both countries. Its dividend rates and any tail clause are not yet public. Until it takes effect, the 1971 treaty applies.
Law and practice: Convention Netherlands–Spain of 16 June 1971, Articles 4(4), 10, 14(5), 17 and 25; Convention Netherlands–Portugal of 20 September 1999 (Trb. 1999, 180), Articles 4(3), 10(2), 13(5), 16 and 24, and explanatory memorandum, Kamerstukken 26 867, no. 1; Wet IB 2001, Article 7.5. New NL–ES treaty: EY Tax News, 13 March 2026; Grenzenloos, 14 August 2026. Rates to non-residents: dividends note.
Salary, fees and bonuses from your own B.V.
Dutch law taxes a non-resident on pay as director (bestuurder) of a company established in the Netherlands, wherever the work is done. The two treaties treat that claim very differently.
Spain. Article 17 of the 1971 treaty covers a Spanish resident acting as bestuurder or commissaris of a Dutch company, so it reaches executive directors. The Netherlands taxes the whole fee or bonus through Dutch payroll; Spain exempts it under Article 25(3) but uses it to set the rate on your other general income. As a non-resident who is not insured in the Netherlands, you pay the tax part only: 8.10% to EUR 38,883, 37.56% to EUR 78,426 and 49.5% above in 2026, generally without the Dutch tax credits.
Portugal. Article 16 of the 1999 treaty sends remuneration for a continuous activity to Article 15. Pay for work you do at home in Lisbon is taxed in Portugal; the Netherlands keeps only the days you work in the Netherlands.
Customary salary. A DGA must take at least EUR 58,000 in 2026 unless a lower amount is justified. The rule does not depend on where you live, but whether the Netherlands may tax a deemed salary is a treaty question. In 2016 the Supreme Court refused it for a DGA living in Portugal because Portugal had not accepted the fiction. For Spain no such judgment exists; our non-resident director note explains the acceptance test.
Social security. Under Regulation 883/2004, if you live in Spain or Portugal and do 25% or more of your work there, you are insured there, and the B.V. may need to register as a foreign employer. Request an A1 certificate from the TGSS or the Segurança Social; without it the Dutch payroll may charge Dutch premiums.
Eva's B.V. has EUR 120,000 of profit for her. Living in Valencia, she takes it as a director's fee: Dutch tax about EUR 38,581, nothing more in Spain, net EUR 81,419 before Spanish social security. As a dividend, the B.V. first pays 19% corporate tax, EUR 22,800. Of the EUR 97,200 dividend, dividend tax, Spanish tax and the assessment instalment take about EUR 25,657: net EUR 71,543. In Lisbon, Portugal taxes the fee at up to 48% plus surcharge: roughly EUR 47,000 before deductions and social security. Under Beckham, Spain taxes the fee at 24% and credits the Dutch tax only up to 30% of that, so the total rises to about EUR 58,700.
Law and practice: Wet IB 2001, Article 7.2(2)(b); Wage Tax Act 1964, Article 12a (EUR 58,000 for 2026); Hoge Raad 18 November 2016, ECLI:NL:HR:2016:2497; box 1 rates 2026; Regulation (EC) No 883/2004, Articles 11(3)(a) and 13(1); Regulation (EC) No 987/2009, Article 14(8) (25% threshold). Corporate tax 19% up to EUR 200,000, 25.8% above.
Savings tax, Beckham, wealth tax and the TFI rule
You are Spanish resident after more than 183 days in a calendar year, or with your centre of economic interests in Spain. There is no split year.
| Savings base 2026 | Rate |
|---|---|
| Up to EUR 6,000 | 19% |
| EUR 6,000 to 50,000 | 21% |
| EUR 50,000 to 200,000 | 23% |
| EUR 200,000 to 300,000 | 27% |
| Above EUR 300,000 | 30% |
The B.V. withholds 15%, EUR 30,000. Spanish savings tax is EUR 44,880; after the EUR 30,000 credit Eva pays EUR 14,880 in Spain. Box 2 on EUR 200,000 would be EUR 57,525, so the deferral ends for EUR 12,645. Total: EUR 57,525, net EUR 142,475, and EUR 597,300 of assessment remains open. Once it is paid off, the same dividend would cost EUR 44,880.
Beckham regime. Under Article 93 of the Income Tax Law, newcomers not resident in Spain in the previous five years can be taxed for six years as non-residents: 24% on work income up to EUR 600,000, 47% above, while foreign dividends are generally outside Spanish tax. The move must result from employment, remote work, a new directorship or ENISA-backed entrepreneurship; apply on Modelo 149 within six months. The trap for a DGA: the Dutch-taxed fee is also taxed in Spain at 24%, with a foreign tax credit capped at 30% of that Spanish tax.
Wealth tax and solidarity tax. Your B.V. shares count for wealth tax. Valencia raises its exempt minimum from EUR 1 million to EUR 2 million from 31 December 2026; Madrid and Andalusia rebate the regional tax, but the state solidarity tax applies above EUR 3 million. The family business exemption needs an active company, a stake of 5% (20% with family), a management role and pay that exceeds half your work and business income. Beckham taxpayers pay wealth tax on Spanish assets only and do not file Modelo 720.
TFI. Article 91 attributes passive income of a foreign company to a Spanish resident who controls 50% or more, where the foreign tax is below 75% of Spanish corporate tax. A trading B.V. at 19% is just above the line; a personal holding receiving exempt dividends is not, and must rely on the EU business-reasons exception. See our CFC note. If you later leave Spain with shares worth over EUR 4 million, Spanish exit tax can apply.
Law and practice: Ley 35/2006 (LIRPF), Articles 9, 66, 76, 80, 91, 93 and 95 bis; Ley 7/2024 (30% savings rate from 2025); RIRPF, Articles 113 to 120; Ley 19/1991 (wealth tax), Article 4.8; Ley 38/2022 (solidarity tax); Valencian fiscal measures law, DOGV 10 August 2026; Agencia Tributaria, Modelos 100, 149, 714, 718 and 720.
28%, IFICI and the CFC rule
Portugal makes you resident after 183 days in any 12 months, or with a home kept as habitual residence, and allows a split year.
Standard regime. Dividends and interest from a Dutch B.V. are taxed at a flat 28%, or at progressive rates if you opt to aggregate, with credit for the Dutch tax up to the treaty rate of 10%. Get the Dutch rate reduced at source with a Portuguese residence certificate, or reclaim the extra 5%.
IFICI. The regime that replaced the non-habitual resident regime in 2024 gives ten years of 20% on Portuguese income from eligible activities and an exemption for most foreign-source income, including dividends, except from blacklisted jurisdictions. Eligibility is narrow: research, certified start-ups and qualifying jobs in eligible entities, after five years of non-residence. Running your own Dutch B.V. from Lisbon does not qualify by itself. Register by 15 January of the year after arrival.
Same EUR 200,000 dividend. Standard regime: Dutch tax 10%, EUR 20,000; Portugal 28%, EUR 56,000, less the credit, EUR 36,000; the assessment takes EUR 1,525. Total EUR 57,525. Under IFICI: Dutch tax EUR 20,000, Portugal nil, but the deferral now ends for EUR 37,525. Total again EUR 57,525. IFICI pays off only once the assessment is cleared, which at this rate takes about 16 years, longer than the regime lasts.
CFC rule. Article 66 of the corporate tax code, which also applies to individuals, attributes the income of a company in which you hold 25% or more if its effective tax is below half the Portuguese tax and more than 25% of its income is passive. EU companies with a real economic activity are outside. Corporate tax in Portugal is 19% in 2026, so a normally taxed trading B.V. clears it.
Wealth. Portugal has no general wealth tax; the additional IMI (AIMI) taxes residential property above EUR 600,000 per person.
Law and practice: Portuguese Personal Income Tax Code (CIRS), Articles 16, 22, 71 and 72; Tax Benefits Statute (EBF), Article 58-A (IFICI) and implementing Portaria; Corporate Income Tax Code (CIRC), Articles 2(3) and 66; Lei 64/2025 (IRC 19% in 2026); Portal das Finanças, IFICI registration.
Before and after the move: timing, holding, residence of the company
Where the company is resident. A B.V. is Dutch by incorporation. But Spain treats a company with its place of effective management in Spain as Spanish, and Portugal does the same for a company managed from Portugal. Both treaties settle dual residence by the place of effective management, without a mutual agreement procedure: the 1971 Spanish treaty is not covered by the MLI and Portugal reserved its Article 4. Decide everything from home and you risk foreign corporate tax, or at least a permanent establishment, plus Dutch exit tax on hidden reserves. A Dutch resident director with real authority, board meetings in the Netherlands and Dutch bookkeeping are the defence. See substance requirements.
- Take a dividend before you leave, or not. Before or after the move, it costs about box 2 while the assessment is open. The difference is cash flow.
- Use a personal holding. Dividends flow tax-free into a holding B.V.; you decide when to distribute. Check the CFC rules for the holding.
- Settle shareholder loans. Since 2023, debts to your own B.V. above EUR 500,000 are taxed as a deemed box 2 distribution; repay or restructure them before you leave, and agree terms for loans you made to the company.
- Consider moving the company. A cross-border conversion under Directive (EU) 2019/2121 is possible but triggers Dutch exit tax on hidden reserves.
- Document residence. Deregister in the Netherlands; get yearly residence certificates and the A1.
| When | Netherlands | Spain / Portugal |
|---|---|---|
| Year of departure | M form; protective assessment follows | Register; Beckham Modelo 149 within six months |
| By 15 January | – | Portugal: IFICI registration |
| By 31 March | – | Spain: Modelo 720 if not under Beckham |
| April to 30 June | Non-resident return if needed | Spain: Modelo 100 and 714; Portugal: IRS return |
| Each dividend | Withholding return within one month; report to the Belastingdienst | Claim the credit in the annual return |
Selling later? Our notes on buying and selling a Dutch B.V. and the annual compliance calendar cover the deal and the Dutch filings.
Law and practice: Corporate Income Tax Act 1969 (Wet Vpb), Articles 2(4) and 15c to 15d; Wet IB 2001, Article 4.14a (excessive borrowing, EUR 500,000); Ley 27/2014 (LIS), Article 8; CIRC, Article 2(3); Directive (EU) 2019/2121; rijksoverheid.nl, MLI overview of Dutch treaties, 1 April 2026.
Estimate the assessment and compare dividend and pay
Enter your stake, the company's value and what you take out each year. The checker applies the 2026 Dutch, Spanish and Portuguese rates and the treaty rules above, for one person with no other income. It is a first orientation, not tax advice.
Moving to Spain or Portugal with your Dutch B.V.
Enter your new country, the value of your shares and what you plan to take out each year. You get an estimate of the Dutch protective assessment, the tax on a dividend and on a director's fee, and the red flags to clear before you move.
The protective assessment does not lapse for post-2015 emigrants.
While it is open, each dividend costs about box 2.
Spain: NL taxes your fee. Portugal: where you work.
Or the B.V. becomes Spanish or Portuguese.
Dutch B.V. owners moving to Spain or Portugal: frequent questions
Do I pay Dutch tax when I emigrate with my B.V. shares?
Not immediately. If you hold 5% or more, the Netherlands treats the shares as sold at market value on the day you leave and issues a protective assessment at the box 2 rates, 24.5% on the first EUR 68,843 of gain and 31% above in 2026. Moving within the EU, payment is deferred without interest or security.
Does the protective assessment lapse after ten years?
Not for anyone who left after 15 September 2015. For them the deferral lasts for life and there is no remission after ten years. Only emigrants who left before that date could ask for remission after ten years, if the company still existed and they still held the shares.
Is my dividend taxed twice after I move?
The Netherlands withholds 15%, 10% for a Portuguese resident. Spain or Portugal taxes the dividend and credits the Dutch tax. Each dividend also ends part of the deferral of your protective assessment, so while it is open the total is roughly the box 2 rate.
Does IFICI or the Beckham regime make my B.V. dividends tax-free?
In the residence state, generally yes. But the Netherlands still withholds dividend tax and collects part of the protective assessment on every dividend, so the saving is largely absorbed by the Dutch claim until the assessment is paid off.
Can the Netherlands still tax my director's fee after I move?
For a Spanish resident, yes: Article 17 of the 1971 treaty lets the Netherlands tax the pay of a bestuurder of a Dutch company, and Spain exempts it with progression. For a Portuguese resident, pay for continuous work falls under the employment article, so it is taxed in Portugal for work done there and in the Netherlands only for days worked in the Netherlands.
Which country's social security applies to me as director?
Under EU Regulation 883/2004, if you live in Spain or Portugal and do 25% or more of your work there, you are normally insured there, even though the B.V. pays. Ask that country's institution for an A1 certificate and give it to the Dutch payroll.