ECE-commerce entrepreneurFrom sole trader to holding company
Set up a holding BV
We guide you through setting up a holding BV, with a structure that protects your assets, allows dividends to flow efficiently and simplifies a future sale.
A holding BV that fits your business
A holding BV owns the shares in one or more operating companies. It sits in a separate layer above your operating business. Subject to certain conditions, profits can flow to the holding company without corporation tax under the participation exemption. You can retain those funds there or reinvest them. This also provides greater protection for your assets against the risks of the operating company. But a holding company is not an end in itself. The structure must suit the size of your business, your plans for your assets and how you intend to transfer the business in the future. We assess this in advance and set up the structure carefully.
- Assessment of purpose and structure
- Contribution of shares and incorporation
- Monitoring the participation exemption
- One point of contact for your structuring and accounting
What we handle for you
Structuring advice
We determine whether one holding company is enough or whether an intermediate holding company or multiple operating companies call for a different structure.
Incorporation and contribution
We prepare the deed, the contribution of shares and the required documents in consultation with the notary.
Dividends and wealth management
We advise you on distributions, intra-group loans and investing surplus funds.
Bookkeeping and tax returns
We handle your holding company’s bookkeeping and corporate tax, including the fiscal unity with your operating company on request.
When does a holding BV make sense?
A holding BV makes sense when your operating company generates more profit than you need personally. Subject to certain conditions, you can then retain the surplus funds in the holding company without paying corporation tax. A holding company also helps when you sell your business, as selling shares is often more straightforward than selling assets. If you run several businesses, a holding company also gives you a clearer overview and spreads risk. For a small business with limited surplus funds, however, the benefits do not always justify the extra administration. We assess the financial implications in advance, so you can make an informed decision.
No promises. Proof.
Real entrepreneurs. Real results. See how entrepreneurs like you grew with structure as their foundation.
AEEntrepreneur with a UAE FZCODubai structure, Belgian tax authorities
Managing your holding company after incorporation
Once established, your holding company needs ongoing attention. This means timely dividend resolutions, properly documented loans and annual accounts that correctly value your shareholding. We maintain your accounting records and monitor compliance with the participation exemption requirements. We also check that your salary as a director and major shareholder meets the customary salary requirements. If your structure changes, for example through a new shareholding or a sale, we adjust the setup immediately.
Questions? We answer them.
Your operating company runs the business and enters into contracts with customers, suppliers and employees. A holding BV does not carry out business activities and holds shares in one or more operating companies. This separates operational risk from the assets you want to protect. Your operating company pays dividends to your holding company, which can then retain the funds, invest them or use them to fund new activities. Your operating company remains important to you as the owner, as this is where profits are generated and your customary salary is earned. Your holding company provides a stable layer above it, with its own accounting records and annual accounts.
The participation exemption prevents profits from being taxed twice. If your holding company owns at least five per cent of the shares in an operating company, dividends and capital gains on those shares are exempt from corporate income tax, subject to certain conditions. Your operating company first pays tax on its own profits. Your holding company can then receive the dividend without any additional tax. The exemption is subject to tests, including the purpose of the shareholding and the nature of the assets. An investment participation is subject to different rules from an operational participation. We check these conditions when your company is incorporated and every year after that.
If you personally own the shares in your operating company, you can transfer them to a new holding company. In return, you receive shares in the holding company. Subject to certain conditions, you can do this on a tax-neutral basis, with no immediate income tax due on the value built up. Taxation is then deferred until you sell your shares in the holding company. An accurate share valuation, a correctly drafted deed and the right sequence of steps are essential. We prepare this with the civil-law notary and, where necessary, consult the Dutch Tax Administration in advance, so your transfer goes ahead without surprises.
Managing your holding BV requires a carefully designed financial and tax structure. At Suits Finance, we handle your accounting and monitor the obligations within your holding structure. We focus on dividend distributions, intercompany loans, the participation exemption and the financial relationship with your operating companies. We also assess the potential impact of investments, changes in shareholdings or new participations. Your annual accounts, corporate income tax and relevant obligations relating to your position as a director and major shareholder also require ongoing attention. By managing these elements together, we provide a reliable financial foundation and keep your holding structure aligned with your business interests and continued development.
A partner to help you with this
Meet the specialists behind this solution. Your direct contacts for strategic advice.
Etienne GrosveldPartner – Strategy Consultant