Since 2016 I have been managing COREDO and personally overseeing transactions in which a holding company in the Netherlands becomes the central element of M&A, financing and cross-border asset ownership. During this time the COREDO team has implemented dozens of projects in the EU, the United Kingdom, Singapore and Dubai, as well as in the markets of Asia and the CIS, and I can clearly see why a Dutch holding remains the number one tool for multinational groups. Below are the concentrated experience and algorithms that help clients confidently move from concept to deal closing and subsequent integration.
Why establish a holding company in the Netherlands for M&A?
When I’m asked why a holding in the Netherlands for M&A remains a benchmark, I give three reasons: a predictable legal environment, a well-developed treaty framework for avoiding double taxation, and a clear tax logic. The advantages of a Netherlands holding for mergers and acquisitions are further strengthened by flexible corporate forms, fast registration, and acceptable operating costs.
Legal forms of the holding
The BV holding structure in the Netherlands remains the standard for M&A thanks to limited liability, minimal requirements for share capital, and clear corporate governance rules. Registering a BV as a holding is fast, and management is easily scalable to the group’s needs, including financing, IP ownership, and centralized management of holdings.
The CV form (limited partnership) and the coöperatie are used less often but remain appropriate for investor pools and flexible profit distribution. The coöperatie was historically used to minimize withholding tax on dividends; now it is used primarily for contractual flexibility and member participation, especially in venture and infrastructure projects.
Tax regime: questions and answers
Tax consequences: the basis of the architecture of any holding structure. COREDO’s practice confirms: it is better to set all parameters at the start than to rebuild the structure later to meet the requirements of tax authorities and bank compliance.
Participation exemption in the Netherlands
- minimum participation share of at least 5%;
- commercial motivation for ownership (motive test);
- absence of predominantly passive assets in the subsidiary or sufficient taxation of the subsidiary’s profit (asset/subject‑to‑tax tests).
Corporate income tax for holdings in the Netherlands
The basic CIT rate in the Netherlands is 25.8% (a reduced rate of around 19% applies to profits up to a set income threshold). For income covered by the participation exemption, no tax is payable. Capital gains tax on the sale of a share via the Netherlands is also not levied if the participation exemption applies, which is critical when planning an exit or reorganisation.
Withholding tax and transit of dividends
The standard withholding tax on dividend payments from the Netherlands is 15%, but double tax treaties and the Parent‑Subsidiary Directive often reduce the rate to 0–5% between related parties within the EU. Since 2024 there is also a “conditional” withholding tax on dividends to low‑tax/sanctioned jurisdictions at a rate comparable to the upper bound of CIT. The MLI (Multilateral Instrument) has strengthened anti‑abuse provisions in DTTs and introduced the PPT (principal purpose test), so routing dividends through the Netherlands is only possible with a genuine economic purpose.
BEPS, ATAD, CFC and Pillar Two
- interest limitation at 30% of EBITDA (ATAD interest limitation);
- anti‑hybrid rules (ATAD 2);
- CFC rules and their impact on holding structures where there are controlled foreign companies in low‑tax jurisdictions;
- a general anti‑abuse rule (GAAR) and the PPT from the MLI.
Pillar Two (the global minimum tax) introduces a 15% effective rate for multinational groups with revenue over EUR 750 million. We assess the impact of Pillar Two on the holding structure in advance: we build an ETR model, check IIR/UTPR exposure and, if necessary, adjust the ownership chain and local substance.
Economic substance: requirements and practices
Economic presence (substance) for a Dutch holding has ceased to be optional. Substance requirements for holdings in the Netherlands include local directors with real control, an office/team, a business plan, a resident bank account, local accounting and meeting minutes protocols. I use a “substance roadmap” of 10 points, where we set KPIs for functions, risks and assets, as well as analogue and digital evidence of substance for the tax authorities: employment contracts, lease agreements, billings, minutes and timesheets.
AML and KYC for a holding in the Netherlands
UBO registration for holdings in the Netherlands is mandatory. The Netherlands UBO register: disclosure of beneficiaries is made in the KvK, while public access is limited and banks and competent authorities have direct access. CRS and FATCA obligations of a holding in the Netherlands arise if the company qualifies as a financial institution; otherwise, we check group statuses to avoid unexpected reporting and fines. Suspicious activity reporting: FIU‑Nederland: I train client teams on the principles of identifying red flags and documenting refusals/escalations.
Transfer pricing through APA/ATR
Transfer pricing policy for holding companies, the foundation of a fixed margin and a protective “perimeter” during Belastingdienst audits. We build the policy based on functions‑risks‑assets, select comparable transactions and prepare the Master File, Local File and, if necessary, the CbCR.
BV Registration: Chamber of Commerce and Tax and Customs Administration
The procedure for registering a BV and the timeframes usually take 3–7 business days after receiving the KYC package and draft documentation from the notary. The list of documents for BV registration includes passports of directors/UBOs, proof of addresses, the articles of association, the memorandum of association, corporate resolutions and a description of activities. Entry in the KvK trade register for the holding takes place on the day of signing at the notary, and a KvK number and VAT number are assigned (by a separate procedure).
The cost of maintaining a holding in the Netherlands and OPEX ranges from €12,000 to €50,000 per year with a local director, office, accounting, audit and corporate secretarial support. Corporate secretarial support and reporting cover minutes of meetings, annual reporting, UBO updates and interaction with the KvK and Belastingdienst.
Governance and protection of interests
Corporate governance requirements in a Dutch BV impose duties on the BV’s directors to act in the interests of the company and the group, and set out responsibility for proper accounting and compliance with tax and sanctions rules. The role of a stichting (foundation) in protecting assets and P&I is especially notable in public and pre‑IPO structures: a stichting may hold privileged voting rights or manage a “golden share”.
M&A transactions through a Dutch holding company
A holding company and the transactional structure of M&A deals in the Netherlands provide flexibility in choosing a share deal or an asset deal. The difference between a share deal and an asset deal in the Dutch context appears in the tax base, transfer of liabilities, VAT/transfer taxes and speed of integration. I usually recommend a share deal for portfolio investors and an asset deal for carve-outs with complex liabilities.
Integration after M&A using a holding in the Netherlands requires well-honed processes: consolidation, updating the transfer pricing policy, realigning intercompany agreements, unifying dividend policy and restructuring treasury. Integration of tax processes after M&A includes standardizing VAT accounting, DAC6 procedures, KPIs for the CCO (compliance officer) and setting up an audit trail.
- tax due diligence – checklist for buyers: CIT, VAT, WHT, TP files, APA/ATR status, DAC6, CFC, ATAD, Pillar Two exposure;
- legal protection mechanisms for buyers and sellers: reps & warranties, indemnities, escrow, locked‑box vs completion accounts;
- compliance and sanctions due diligence: AML policies, PEP procedures, FIU reporting.
Financing/IP/venture/estate planning
Raising finance through a Dutch holding is convenient thanks to loan agreements governed by English law, clear mechanisms for pledging shares/assets and a predictable TP approach. We set up intercompany loans on arm’s‑length terms, monitor interest covenants and check the 30% EBITDA limit for interest.
Structuring IP and royalties through a holding requires careful assessment of anti‑hybrid/BEPS and the presence of a real IP management function: strategy, Licensing, marketing, R&D contracts.
International licensing of IP and the tax consequences affect VAT, WHT on royalties (including “deemed” WHT on payments to low‑tax jurisdictions), as well as the TP margin for IP management.
Contractual network: migration and exit
Tax treaties for the avoidance of double taxation – we check key provisions with respect to the beneficial owner, PPT, WHT limits and special clauses for holdings. Withholding tax rates and minimisation methods rely on DTT, the Parent‑Subsidiary Directive, confirmation of residence and substance.
ESG Governance and Reporting
ROI metrics for the holding structure (NPV, IRR, payback) are calculated together with clients, adding the «cost of compliance» and the benefit from reduced WHT/capital gains tax. Assessing tax efficiency and tax savings vs the cost of compliance helps make a mature decision: instead of «minimizing at any cost», sustainability and predictability over a 5–7 year horizon. Reputational and ESG risks of an international holding become a factor in access to capital, so I set KPIs for substance, reporting and sanctions procedures directly in the project’s roadmap.
COREDO case
- Transit of dividends through the Netherlands and an Asian exit. The COREDO team structured a BV holding for a group exiting investments in Southeast Asia. The participation exemption conditions covered the share sale, the DTT reduced the withholding tax on dividends to 5%, and the presence of substance in Amsterdam passed the PPT review. Result: a predictable tax burden and a successful reinvestment through a European platform.
- Use of a stichting in M&A and protection of control. In the IT assets consolidation deal we implemented a STAK to separate economic rights and voting rights. This allowed investors to receive priority on dividends, and founders to retain strategic control until KPIs are met. The solution developed at COREDO simplified the SPA and reduced the scope of warranties due to the clear structure of rights.
- APA for the treasury function and debt financing. Our experience at COREDO has shown that pre‑agreeing margins with Belastingdienst through an APA saves years of potential disputes. We prepared a TP policy, comparable data and a substance dossier; the inspector approved the target margin, and the bank increased the credit line after receiving the APA.
Frequently asked questions from clients
- Tax treaties and the Netherlands: changes from the MLI and local anti‑abuse rules have strengthened requirements for the beneficial owner and the business purpose. I always build an evidentiary base regarding substance and the value‑creation chain into projects.
- How to obtain a Dutch tax ruling: procedure and documents? I prepare a business questionnaire, a functional map, a financial model, drafts of intercompany agreements and the “inspector’s questionnaire”. In the pilot we agree the scope of the request, then submit formally.
- Timeline and cost of registering a holding in the Netherlands. Registering a BV takes up to a week, for the bank – 2–6 weeks, for tax numbers: up to 2 weeks. OPEX, from €12,000 to €50,000 per year depending on the mix of functions and the audit.
- Tax incentives and grants in the Netherlands for group companies. For operating centres R&D incentives, innovation and sustainability subsidies may be available; the holding itself does not receive incentives, but can redistribute funding within the group.
COREDO Roadmap
- Diagnostics: M&A objectives, dividend/royalty routes, DTT, ATAD/BEPS/Pillar Two risks.
- Structuring: legal form (BV/CV/coöperatie/stichting), dividend policy, TP‑policy, AML‑risk map.
- Registration: notary, KvK, UBO, VAT/CIT, bank, local director and office.
- Predictability: APA/ATR where necessary, preparation for DAC6 and CFC analysis.
- Documentation: corporate governance, minutes, substance‑dossier, audit trail.
- Transaction: SPA package, escrow, W&I, earn‑out, integration and update of TP/VAT.
- Monitoring: interaction with Belastingdienst, CCO KPIs, regular health‑check of the structure.
Legal support and resilience
Legal support for an international holding in the Netherlands includes regular updates to the articles of association, option plans, intercompany agreements, bank covenants and SPA restrictions. The COREDO team assists with filing changes in the KvK trade register for holdings, prepares notifications to the Belastingdienst and monitors compliance with ATAD, DAC6 and local AML rules.
We record the dividend policy and intercompany payments in the holding by separate resolutions, tie them to the TP model and the group’s cash-flow needs. Best practices for maintaining tax documentation and the audit trail are timely minutes, descriptions of business purposes and an archive of relevant correspondence/memoranda.