A contract, the weekly work and the payroll route must describe the same business relationship.
The management invoice arrives each month from the holding BV. The operating BV books it as an external service. The director receives salary through the holding, yet spends nearly every working day inside the operating business. They direct staff, negotiate with customers and make commercial decisions.
Each document looks ordinary on its own. Read together, they raise a more important question: does the holding carry out a genuine assignment, or does the contract simply route payment for work performed as an employee of the operating BV?
That distinction can change where wage is recognised, how the customary salary is assessed and which company handles employee-insurance premiums.
The paper route is not the working relationship
On 6 October 2026, the Belastingdienst Knowledge Group corrected a paragraph in position KG:204:2026:13. The correction was narrow. Its wider value lies in the connection it draws between paperwork and working reality.
The position concerns a sole director and shareholder whose holding BV owns 6 per cent of an operating BV. The holding invoices the operating company under an assignment agreement. In practice, however, the agreement has no real meaning and the director works as an employee of the operating BV.
In that setting, the management fee excluding VAT forms the starting point for fiscal wage at the operating BV. Under article 10 of the Wage Tax Act 1964, the fee’s costs, charges and depreciation may also enter the wage calculation.
That is an important accounting distinction. A management fee can contain salary, overhead, expenses and a service margin. The parties may have priced it for commercial or cash-flow reasons. Once the assignment no longer reflects the work, those divisions no longer determine the payroll result.
The contract may sit with the legal adviser, the invoice with bookkeeping and the salary with payroll. The director’s actual authority may appear only in daily operations. A group can therefore keep tidy records while presenting the wrong account as a whole.
A real assignment produces a different answer
The companion position, KG:204:2026:12, provides the contrast. It was published on 15 July 2026 and updated on 20 July. In that case, the assignment between holding and operating BV is genuine, and the director has no employment relationship with the operating BV.
The continued-payment salary arrangement therefore does not apply. The customary salary is determined at holding level. The director performs the relevant work for the holding rather than personally for the operating BV.
Dutch businesses use holding structures for sound commercial and ownership reasons. The structure must still perform the function it claims to perform. A management agreement is strongest when the authority, work, risk and payment route support the same account.
Where the director works as an employee for both entities and the conditions for continued payment are met, salary can run through the main employer. In the hollow-assignment case, the customary-salary assessment covers the group and reflects the director’s total work.
The amount paid from the operating BV to the holding does not itself set that salary. Employee insurance brings another point into view. If insured employment exists with the operating BV but not with the holding, the continued-payment arrangement cannot move the premiums to the holding payroll.
The operating BV must then include the director in its payroll administration for employee-insurance premiums, subject to the maximum premium wage.
The €58,000 figure does not settle the matter
For 2026, the general customary-salary floor is €58,000. Founders sometimes treat that figure as the answer. It is only one part of the calculation.
The required amount is generally the highest of the statutory floor, the salary for the most comparable employment and the salary of the highest-paid employee in the company or a connected company. A lower amount can apply when the taxpayer makes a lower comparable salary plausible.
That calls for a reasoned comparison. Cash pressure, or a figure payroll has repeated for years, does not perform that task.
Return to the opening scene. The holding arrangement may have made complete sense when it began. Later, the director moved into daily operations. A co-shareholder arrived. Staff began reporting directly to the director. Customers paid slowly, so the operating BV delayed management-fee payments while the holding continued carrying the salary.
The business changed, but the agreement did not. A familiar structure can gradually lose its factual support. The weakness rarely lies in one dramatic document. It lies in the distance between authority, work, invoices, payroll and cash.
Review the relationship, not only the contract
The Belastingdienst has applied normal enforcement rules for employment relationships again since 1 January 2025. In relevant classification cases, payroll-tax corrections and additional assessments can follow. From 2026, deliberate-offence penalties are also available in relevant cases.
That enforcement setting is broader than the narrow director-shareholder position. The control lesson is the same: an invoice heading does not determine the relationship.
A useful review begins with one precise question. If an informed outsider read the assignment, board decisions, management invoices, payroll records and weekly working pattern together, would they identify the same employer, authority line and commercial purpose?
Revisit that question after changes in ownership, duties, staffing, finance or group structure. It also helps to separate the management fee into director remuneration, genuine costs, depreciation and any service margin.
The purpose is not to create a better narrative. It is to establish whether the existing narrative remains true.
The proposed Zelfstandigenwet was under consultation from 1 October 2026, with intended entry into force in January 2028. It remains a proposal. It cannot settle a payroll position governed by the rules in force during 2026.
A Dutch BV structure earns trust when its legal form, commercial behaviour and administration point in one direction. The strongest agreement is not the longest one. It is the agreement that still describes what happens on Monday morning.
If your management agreement no longer matches the work in practice, review the employment and payroll position before the next change exposes the gap.
The data, sourcing, and analysis behind this article were conducted by Paolo Maria Pavan. AI was not used to identify sources, build the factual basis, or produce the analytical judgment contained here. AI was used only as a drafting aid. The final English text was personally reviewed, edited, and approved by Paolo Maria Pavan before publication.
References
- Standpunt ‘Gebruikelijk loon niet reële overeenkomst van opdracht bij toepassing doorbetaaldloonregeling’ aangepast | Kennisgroepen Belastingdienst
- Kennisgroepen Belastingdienst - Non-genuine assignment agreement between holding BV and operating BV
- Kennisgroepen Belastingdienst - Real assignment agreement as the contrasting case
- Belastingdienst - 2026 customary-salary baseline for substantial-interest holders
- Belastingdienst - Payroll enforcement where work is really employment
- Rijksoverheid - Prospective reform of rules for self-employed work
- Kennisgroepen Belastingdienst
- Belastingdienst
