The importance of a holding company: one BV is not a BV

Advantages of multiple BVs

There are several reasons to establish more than one BV. These include advantages in terms of liability and the transferability of the business. It can also offer tax benefits. Using two BVs better spreads the risks of payment problems and bankruptcy. It's easier to set up new business activities without putting existing ones at risk. It's also easier to transfer or sell a part of a business when the business is terminated, because only the shares held in the operating company need to be sold. It can be advantageous from a tax perspective, as profits can be transferred to the umbrella BV in a tax-efficient manner thanks to the participation exemption.

A practical example

A simple example illustrates how it works. Baker Roberto wants to operate his bakery as a private limited company (BV). The notary advises him to immediately establish two private limited companies. First, Bakker BV (the operating company), which will handle all the bakery operations. Second, Bakker Holding BV (the holding company), which holds all the shares in Bakker BV. Roberto holds all the shares in Bakker Holding BV. This way, Roberto can still make all decisions as director and shareholder of the holding BV and director of the operating company. If Roberto wants to expand his bakery with a cookie factory, he can establish Koekjes BV and allocate all the shares to Bakker Holding BV. Roberto can also later choose to transfer his bakery to focus on his cookie factory by simply selling the shares in Bakker BV to an interested party.

Go to the notary!

Several legal requirements apply to establishing a private limited company (BV). A BV must be incorporated by a civil-law notary to ensure compliance with these requirements. We draft the articles of association and register the BV with the Chamber of Commerce. We also work with you to consider future situations and how to handle them.

If you'd like to run a business as a private limited company (BV), ask us about the options for setting up a holding structure, because one BV is not the same as a BV!

This article is taken from 'Met Recht Geregeld', a product of FBN Juristen.

This article should not be considered legal advice. FBN Lawyers and MAES Civil-Law Notaries take the utmost care in the content of these articles, but accept no liability for any incompleteness or inaccuracy of an article, nor for any consequences thereof.