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EU Holding Structure using the Netherlands
How Dutch B.V. companies are used in European ownership and investment structures.
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Role of the Netherlands in European holding structures
The Netherlands has long been used as a central jurisdiction in European corporate structures. Dutch companies frequently act as intermediate holding entities coordinating subsidiaries across several jurisdictions within multinational groups.
Corporate structures using Dutch holding companies operate under the framework of the Dutch Civil Code (Burgerlijk Wetboek) and are registered in the Handelsregister maintained by the Kamer van Koophandel (KVK). Corporate taxation is administered by the Belastingdienst, the Dutch tax authority.
A key factor behind the widespread use of Dutch holding entities is the participation exemption regime (deelnemingsvrijstelling). Under this regime, qualifying dividends and capital gains derived from subsidiaries are generally exempt from Dutch corporate income tax when the holding company owns at least 5% of the shares in the subsidiary.
Combined with one of the largest global networks of bilateral tax treaties and the application of EU directives such as the Parent-Subsidiary Directive, Dutch holding companies often function as coordinating entities within European ownership structures.
Corporate structures using Dutch holding companies operate under the framework of the Dutch Civil Code (Burgerlijk Wetboek) and are registered in the Handelsregister maintained by the Kamer van Koophandel (KVK). Corporate taxation is administered by the Belastingdienst, the Dutch tax authority.
A key factor behind the widespread use of Dutch holding entities is the participation exemption regime (deelnemingsvrijstelling). Under this regime, qualifying dividends and capital gains derived from subsidiaries are generally exempt from Dutch corporate income tax when the holding company owns at least 5% of the shares in the subsidiary.
Combined with one of the largest global networks of bilateral tax treaties and the application of EU directives such as the Parent-Subsidiary Directive, Dutch holding companies often function as coordinating entities within European ownership structures.
Structural parameters of Dutch holding companies
These structural features explain why Dutch companies are frequently used in multinational corporate ownership structures.
Parameter
B.V. (Besloten Vennootschap)
Practical implication
Participation exemption
≥5% shareholding
Dividends and capital gains may be tax exempt
Corporate income tax
19% / 25.8%
Effective taxation depends on structure
Dividend withholding tax
15%
Often reduced under tax treaties
Tax treaty network
~100 treaties
Facilitates cross-border dividend flows
EU directives
Parent-Subsidiary Directive
Eliminates withholding tax within EU groups
Netherlands Highlights
Dutch cooperative structures (Coöperatie U.A.)
In addition to standard B.V. holding companies, Dutch cooperative entities (Coöperatie U.A.) have historically been used in international holding structures.
Cooperatives offer flexible governance arrangements and have traditionally been used in private equity investment platforms and joint venture structures. In the past, cooperatives were widely used because dividend distributions could be made without Dutch withholding tax.
Although legislative changes introduced in 2018 limited certain advantages, cooperative structures are still used in specific investment models where flexible governance and member-based ownership structures are required.
Cooperatives offer flexible governance arrangements and have traditionally been used in private equity investment platforms and joint venture structures. In the past, cooperatives were widely used because dividend distributions could be made without Dutch withholding tax.
Although legislative changes introduced in 2018 limited certain advantages, cooperative structures are still used in specific investment models where flexible governance and member-based ownership structures are required.
Dutch holding companies as financing hubs
Dutch holding companies are frequently used as group financing and treasury entities within multinational corporate groups.
Such entities may manage:
These financing structures are now subject to the interest limitation rules introduced under the EU Anti-Tax Avoidance Directive (ATAD), which restrict the deductibility of excessive interest expenses within corporate groups.
Despite these regulatory developments, Dutch companies remain widely used as coordination entities for corporate financing structures in Europe.
Such entities may manage:
- intra-group lending arrangements
- financing of European subsidiaries
- treasury and liquidity management functions
- cross-border interest flows within the corporate group
These financing structures are now subject to the interest limitation rules introduced under the EU Anti-Tax Avoidance Directive (ATAD), which restrict the deductibility of excessive interest expenses within corporate groups.
Despite these regulatory developments, Dutch companies remain widely used as coordination entities for corporate financing structures in Europe.
Cross-border mergers and EU corporate mobility
Dutch companies often participate in corporate reorganisations involving multiple jurisdictions within the European Union.
European legislation such as the EU Mobility Directive facilitates corporate reorganisations including:
Dutch entities frequently serve as vehicles in these transactions due to the flexibility of Dutch corporate law and the international familiarity of the Dutch legal system.
European legislation such as the EU Mobility Directive facilitates corporate reorganisations including:
- cross-border mergers
- corporate conversions between EU jurisdictions
- restructuring of multinational corporate groups
Dutch entities frequently serve as vehicles in these transactions due to the flexibility of Dutch corporate law and the international familiarity of the Dutch legal system.
Our advisory capabilities
Our work focuses on the design and implementation of corporate ownership structures used in European and international business projects.
Typical advisory engagements include:
Typical advisory engagements include:
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Structuring European holding platforms using Dutch entities
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Development of Luxembourg–Netherlands corporate architectures
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Creation of acquisition SPVs for cross-border transactions
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Restructuring of multinational corporate groups
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Governance and substance planning for holding companies
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Structuring cross-border dividend and financing flows
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Corporate structuring for private equity investment platforms
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Post-acquisition restructuring of corporate groups
European Structuring Jurisdictions
Two of the most widely used jurisdictions for international holding structures in Europe.
European hub for holding companies and investment structures used by international business groups and investment funds.
Leading jurisdiction for international holding companies and cross-border corporate ownership structures.
Comparison of the two most widely used European holding jurisdictions on tax treatment of dividends, participation exemption and substance requirements
Insights on European Corporate Structures
Analysis and practical guidance on corporate structuring in Luxembourg and the Netherlands.
Luxembourg vs Netherlands Holding Structures
Comparison of two leading European jurisdictions used for international holding companies and investment platforms.
How EU Holding Structures Work
Overview of typical ownership and investment structures used by international groups operating in Europe.
Corporate Taxation in Luxembourg
Key aspects of corporate taxation, participation exemption and dividend flows in Luxembourg holding structures.
Discuss Your European Structure
We advise on holding structures, corporate formations and cross-border ownership platforms involving Luxembourg and the Netherlands.
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By submitting this form, I confirm that I have read and accept the Privacy Policy and Terms and Conditions. Information submitted through this form will be treated confidentially and processed in accordance with applicable data protection laws.