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Netherlands Holding Structure for International Business
How Dutch B.V. companies are used in European ownership and investment structures.
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Typical corporate structures used by international groups operating in Europe
A Dutch holding company remains one of the most widely used solutions for building an EU holding structure in the Netherlands and managing cross-border business operations. In practice, a holding company Netherlands (Dutch B.V.) is used by multinational groups to hold shares in subsidiaries, manage dividend flows and coordinate activities across key European markets including Germany, France, Spain, Italy and Belgium. The combination of the participation exemption (deelnemingsvrijstelling), access to EU directives and the extensive Dutch tax treaty network makes the Netherlands holding company structure a standard choice for international corporate groups.
At the same time, a Dutch BV holding structure is rarely used in isolation. In many cases, it forms part of a broader EU corporate structure, often combined with jurisdictions such as Luxembourg, where the Luxembourg entity serves as an investment layer and the Dutch holding company manages operational subsidiaries. This type of international holding structure using the Netherlands is commonly implemented in private equity transactions, multinational group reorganisations and cross-border investments involving multiple jurisdictions within and outside the European Union.
For companies planning to set up a holding company in the Netherlands, the choice of structure depends on ownership, financing and the geographic spread of business activities. A properly designed Dutch holding company structureallows international groups to centralise ownership, manage European subsidiaries and align corporate governance within a single legal framework. As a result, the Netherlands remains one of the key jurisdictions for EU holding companies and international business structures, particularly for groups operating across several countries and requiring a stable and recognised corporate environment.
At the same time, a Dutch BV holding structure is rarely used in isolation. In many cases, it forms part of a broader EU corporate structure, often combined with jurisdictions such as Luxembourg, where the Luxembourg entity serves as an investment layer and the Dutch holding company manages operational subsidiaries. This type of international holding structure using the Netherlands is commonly implemented in private equity transactions, multinational group reorganisations and cross-border investments involving multiple jurisdictions within and outside the European Union.
For companies planning to set up a holding company in the Netherlands, the choice of structure depends on ownership, financing and the geographic spread of business activities. A properly designed Dutch holding company structureallows international groups to centralise ownership, manage European subsidiaries and align corporate governance within a single legal framework. As a result, the Netherlands remains one of the key jurisdictions for EU holding companies and international business structures, particularly for groups operating across several countries and requiring a stable and recognised corporate environment.
Typical Netherlands holding structure
In this structure the Dutch holding company acts as the central entity linking investors with operating companies across multiple jurisdictions.
Level
Entity
Function
Shareholders
Individuals / parent company
Ownership and capital
Operating layer
EU subsidiaries
Business operations
Project layer
SPV entities
Specific investments or acquisitions
Netherlands Highlights
Structural parameters of Dutch holding companies
A Dutch holding company (Besloten Vennootschap, B.V.) is one of the most widely used legal entities for building an EU holding structure. A key feature of a Dutch holding company structure is the participation exemption (deelnemingsvrijstelling) under the Wet op de vennootschapsbelasting 1969, which generally applies where the Dutch B.V. holds at least 5% of the shares in a subsidiary.
In a typical holding company Netherlands structure, dividends and capital gains derived from qualifying subsidiaries may be exempt from Dutch corporate income tax, while the standard 15% dividend withholding tax is often reduced through tax treaties or EU directives, making the Netherlands one of the central jurisdictions for international holding company structures in Europe.
In a typical holding company Netherlands structure, dividends and capital gains derived from qualifying subsidiaries may be exempt from Dutch corporate income tax, while the standard 15% dividend withholding tax is often reduced through tax treaties or EU directives, making the Netherlands one of the central jurisdictions for international holding company structures in Europe.
Where Dutch holding companies are used
A holding company in the Netherlands is typically used in international corporate structures involving multiple EU jurisdictions, where a Dutch B.V. sits between global investors and operating companies. In practice, a Dutch BV holding structure is used to coordinate subsidiaries in countries such as Germany, France, Spain, Italy, Belgium and Poland, allowing centralised ownership and management of European operations.
Dutch holding companies are frequently used in cross-border M&A transactions, where the B.V. acts as an acquisition company, as well as in multinational corporate groups establishing a European headquarters in Amsterdam, Rotterdam, The Hague or Utrecht. Due to its location within Western Europe and proximity to major markets, the Netherlands is often selected as the jurisdiction for EU holding companies managing cross-border business operations.
Dutch holding companies are frequently used in cross-border M&A transactions, where the B.V. acts as an acquisition company, as well as in multinational corporate groups establishing a European headquarters in Amsterdam, Rotterdam, The Hague or Utrecht. Due to its location within Western Europe and proximity to major markets, the Netherlands is often selected as the jurisdiction for EU holding companies managing cross-border business operations.
Netherlands and Luxembourg in the same structure
In many international holding structures, the Netherlands is combined with Luxembourg to create a two-layer ownership model widely used in private equity and multinational corporate groups.
In a typical Luxembourg–Netherlands holding structure, investors are positioned above a Luxembourg entity (such as a SOPARFI), which acts as an investment layer, while a Dutch holding company (B.V.) operates as the intermediate holding entity managing subsidiaries across the EU. This combination allows groups to use Luxembourg for investment structuring and the Netherlands for operational coordination, including management of dividend flows from jurisdictions such as Germany, France, Italy and Spain.
Such EU holding structures using the Netherlands and Luxembourg rely on the interaction between domestic tax law, the EU Parent-Subsidiary Directive, and the extensive tax treaty networks of both countries, making them one of the most common models for cross-border corporate structures in Europe.
In a typical Luxembourg–Netherlands holding structure, investors are positioned above a Luxembourg entity (such as a SOPARFI), which acts as an investment layer, while a Dutch holding company (B.V.) operates as the intermediate holding entity managing subsidiaries across the EU. This combination allows groups to use Luxembourg for investment structuring and the Netherlands for operational coordination, including management of dividend flows from jurisdictions such as Germany, France, Italy and Spain.
Such EU holding structures using the Netherlands and Luxembourg rely on the interaction between domestic tax law, the EU Parent-Subsidiary Directive, and the extensive tax treaty networks of both countries, making them one of the most common models for cross-border corporate structures in Europe.
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.
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.
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.