A founder sits between two companies. His holding employs him. The work BV receives his time, decisions and commercial attention. Each month, the holding sends a management invoice.
On paper, the arrangement looks familiar. In the bank account, it may look simpler still: money enters the holding, and salary is dealt with there.
The Belastingdienst has drawn a sharper line through that picture. In position KG:204:2026:12, published on 15 July 2026, its Kennisgroep considered the doorbetaaldloonregeling where a holding had a genuine agreement for services with a work BV.
For those facts, the arrangement did not qualify. The DGA had an employment relationship with his holding, but not with the work BV. That distinction decided the outcome.
The invoice is not the employment relationship
The official example is unusually concrete. The DGA was sole director and shareholder of the holding. The holding owned 6 per cent of the work BV and invoiced €120,000 a year under a genuine services agreement.
Of that amount, €20,000 related to costs, charges and depreciation. The DGA was the only person working for and on behalf of the holding.
The individual had no private-law or fictitious employment relationship with the work BV. Nor was there shared entrepreneurship in that company. The services were therefore performed by the holding, rather than as personal employment by the DGA for the work BV.
That distinction matters because article 32d of the Wage Tax Act is not a convenient route for placing several income streams through one payroll. The individual must also work as an employee for another withholding agent. The remuneration then follows the statutory route to the main employer.
A management invoice shows where commercial value is billed. It does not decide who employs the person producing that value. That is the practical heart of the position.
One payroll point can still work
The July position does not close the door on central payroll through a holding. Another Kennisgroep position, published on 14 January 2026 and updated on 5 February, confirms that article 32d can apply in qualifying structures.
A pure holding structure may meet the conditions where the holding wholly owns the work companies and the DGA also has the required employment link with them. Some forms of genuinely shared entrepreneurship may qualify as well. The collaboration and financial relationship remain central.
The useful question is not whether a holding can pay its DGA. It can. The question is whether the payroll route matches the legal and daily organisation of the work.
Return to the founder at the table. Who signs the assignment? Which company carries the commercial risk? In whose name are decisions made? Does the work BV employ the individual, or does it buy a service from the holding? Who owes remuneration to whom?
Those questions can sound formal until the records begin to disagree. A management agreement may describe an independent service, while emails, board decisions or payment flows point elsewhere. A contract supports the structure when daily conduct follows it.
The salary question stays with the holding
When article 32d does not apply, the usual-wage obligation remains. In the July example, the assessment stayed at holding level. The official facts also recorded that the DGA received no actual wage.
For 2026, the usual-wage test generally considers the highest of three measures: the wage for the most comparable employment, the highest wage paid to an employee within the company or connected companies, and the statutory reference amount of €58,000.
That figure is a test element, not an automatic answer for every DGA. The role, comparable work, hours and supporting facts still matter.
Where the actual wage falls below the applicable usual wage, the difference may be treated as fictitious salary for payroll tax purposes. A founder can therefore have a salary issue even when cash salary has not been paid during the year.
Here, tax classification meets ordinary cash pressure. A holding may invoice €10,000 a month, but that money is not automatically available for private use. It may need to cover wage tax, professional costs, insurance and the holding’s own buffer.
A founder who treats the management fee as distributable cash can create a quiet mismatch. Revenue appears in one place, salary is postponed, current-account debt rises, and the payroll explanation is assembled much later. The structure may remain commercially understandable while its records begin telling different stories.
Consistency is a small company’s strongest defence
The practical response is not a larger folder of legal language. It is a clear chain between the agreement, the work and the money.
For a small holding, that begins with a calm review of where each DGA works and under which relationship. Read the management agreement beside board authority, invoices, payroll entries, wage-tax payments, dividends and shareholder current-account movements.
Where article 32d is used, the employment link and payment route deserve particular attention. The usual-wage reasoning also belongs in the entity where the employment relationship sits.
A lower wage may be relevant where a company is starting or where continuity is genuinely under pressure. The Belastingdienst handbook sets conditions for those situations. Ordinary losses or liquidity pressure linked to dividends, withdrawals or rising shareholder debt carry a different weight in that assessment.
None of this makes every holding structure suspect. It means familiar structures need more than familiarity. A genuine assignment has consequences, just as a genuine employment relationship does.
The founder at the table does not need every company to perform the same role. He needs each company to perform the role claimed by its contracts, payroll and accounts. Once that is clear, the management fee returns to its proper place: evidence of a commercial service, not a shortcut to a payroll conclusion.
Need a clear check of your contracts, payroll records and DGA wage position? We can review how they fit together
The data, sourcing, and analysis behind this article were conducted by Linda 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 Linda Pavan before publication.
