Two identical fees can lead to different payroll outcomes when the working relationship changes.
The invoice says €10,000 a month. The holding BV receives it, pays its director and keeps the remaining margin for costs and profit. The operating company has one familiar person at the weekly meeting, one name in the calendar and one manager to call when a customer problem lands.
Then the director asks for leave. Who decides? Who sets the week’s priorities? Who carries the cost if delivery fails?
Those ordinary questions can matter more than the invoice route. They sit at the centre of two Belastingdienst knowledge-group positions published in July 2026. Both concern a holding with a 6% interest in an operating company and a €120,000 annual management fee, including €20,000 for costs, charges and depreciation. Their payroll outcomes differ because the relationships differ.
The relationship comes first
In the first scenario, the agreement between the holding and operating company has genuine commercial meaning. The holding provides the service as a contracting party. The individual has no actual or deemed employment relationship with the operating company.
Within those facts, the payroll-through arrangement in Article 32d of the Dutch Wage Tax Act does not apply. The customary-salary assessment stays at holding level.
The second scenario looks almost identical in the accounts. The same shareholding and annual fee remain in place. Yet the assignment lacks independent meaning, while the individual works in an actual employment relationship with the operating company.
Article 32d applies in that scenario. The customary-salary assessment then covers the relevant work across the group. An organogram, invoice and payroll journal cannot settle that question by themselves. The obligations between the companies, and the working day behind them, carry the weight.
Fee, wage and customary salary
A management fee is a commercial price. It can cover work, administration, insurance, equipment, liability, downtime, costs and profit. Salary is payment connected to employment. The customary-salary rule is a separate tax comparison for a person with a substantial interest.
These are different amounts serving different purposes. Treating them as one figure creates confusion in the accounts and pressure in the payroll file.
In the second Belastingdienst scenario, the operating company employs the individual and the assignment lacks independent meaning. The management fee excluding VAT forms the starting point for fiscal wage at the operating company. The cost component belongs to that specific fact pattern and should not become a universal management-fee formula.
A holding can still charge a genuine supplier price where it carries a real obligation, controls delivery and bears commercial risk.
The €58,000 statutory amount for 2026 also needs its proper place. The customary salary is generally measured against the most comparable employment, the highest employee salary within the company or a connected company, and €58,000. The highest applicable amount sets the benchmark.
So €58,000 is not a standard price for a management service. It is not a universal safe salary either.
Who owes the work?
A useful question is simple: which entity owed this person pay for the work actually performed?
The answer should fit the management agreement, board appointments, invoice flow and payroll entries. It should also fit the everyday events that reveal how a company is run. Who sets priorities? Who approves absence? Can the holding arrange replacement? Who bears the cost of delay or defective work?
The sharper distinction is between buying a result and securing the continuing availability of one named person. It appears in calendars, reporting lines, client meetings and the way managers handle absence or underperformance.
Return to the €10,000 invoice. When the holding carries a defined obligation, controls delivery and bears visible commercial risk, the invoice reflects a supplier relationship. When the operating company directs the person as part of its own organisation and the holding mainly receives the fee, it reflects something else.
Article 32d has statutory conditions involving employment, wage entitlement and remittance. It follows the legal and factual relationship. It is not an accounting choice made because one payroll run feels easier than two.
Separate lanes still matter
Wage-tax treatment does not settle employee-insurance status. Governance rights, voting power and the ability to determine or block dismissal may all shape that assessment.
A 6% holding is therefore one fact in a wider picture. Other shareholders, related-party holdings and control over dismissal may carry equal weight.
Civil employment law also examines the full relationship. The Supreme Court’s Deliveroo judgment and its 2025 ruling require a view of the agreed rights, actual execution, authority, commercial risk and entrepreneurial conduct. No single factor always leads.
A BV in the contractual chain does not remove the need for clarity. Each party must be able to explain which entity undertook which obligation and how it performed it.
A further layer arrives on 1 January 2027, when the Wtta labour-supply admission system takes effect. The Nederlandse Arbeidsinspectie is scheduled to start enforcement on 1 January 2028.
Direction and supervision become especially important where a BV places a person inside another company. A genuine contracted service leaves the supplier with direction, supervision and responsibility for the result. A label such as outsourcing does not settle the classification when the client directs the worker in practice.
Consistency has a cash value
For a small company, this reaches beyond classification. A different outcome can change withholding, payroll administration, employee-insurance premiums and the cash left in the holding. It can also leave the operating company explaining why its contract describes a supplier while its managers treat the person as one of their own.
The sensible discipline is modest. Keep the management fee, reimbursed costs, any wage at the operating company and salary processed by the holding separately visible. Then place those figures beside the rights and behaviour that produced them.
A management BV remains a valid and useful business form when it performs a real business role. The strongest structure is rarely the one with the most polished agreement. It is the one where the invoice, payroll, board decisions and working week describe the same commercial truth.
If your management agreement and day-to-day working relationship tell different stories, we can help you assess the payroll and tax consequences.
The data, sourcing, and analysis behind this article were conducted by Linda Pavan Geraedts. 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 Geraedts before publication.
References
- Belastingdienst Kennisgroepen - Real management assignment versus employment relationship at the operating company
- Belastingdienst Kennisgroepen - Non-real assignment, actual employment and payroll-through treatment
- Belastingdienst Kennisgroepen - Conditions for the payroll-through arrangement
- Belastingdienst - Customary salary in 2026
- Belastingdienst - Payroll tax and employee-insurance treatment do not always move together
- Rechtspraak - Civil qualification of work relationships
