An invoice lands in a small software holding. The line says international tax advice. The founder knows why it exists: a US subsidiary, a foreign assignment, a holding structure, and a private tax problem that can spill into company cash. The bookkeeper sees one supplier and one amount. The tax file sees several roles.
Gerechtshof Den Haag, ECLI:NL:GHDHA:2026:430, decided on 10 March 2026, drew that line cleanly. The case concerned a Dutch BV, its director and major shareholder, the DGA, and advice costs linked to possible US GILTI exposure, restructuring, and US tax compliance. The court reduced the corporate tax assessment to a taxable amount of €42,976 and tax interest to €574. The business lesson is simple. A BV may pay for company risk. It may not turn a private tax file into a corporate one by habit.
Two roles, one invoice
The BV sat at the top of a software services group. Its DGA had been sent to the United States in 2014 to serve as CEO of a US subsidiary. In 2018 the BV booked €156,871 in advice costs. The court allowed €127,043 for restructuring advice. It refused €29,828 for US tax compliance work tied to the DGA.
That split matters because the court accepted a business motive for the restructuring work. The possible GILTI consequences were still uncertain, and the company had a real concern about cash pressure, dividend needs, growth, and continuity. That is a company issue. The compliance work was different. It served the DGA’s personal US income tax position as shareholder. A founder can sit in several chairs at once. The ledger still has to choose one seat per cost.
A related judgment, ECLI:NL:GHDHA:2026:431, followed the same line from the dividend tax side. The restructuring advice was not treated as a withdrawal from the BV’s assets. The personal compliance costs were treated differently. The useful reading for founders is role separation. DGA related is not automatically private. DGA paid is not automatically business.
Why payroll sits nearby
This is not a customary salary case. The court case was about corporate income tax deduction and tax interest. Still, payroll sits nearby because the same control problem returns there.
For 2026, Belastingdienst guidance says the DGA customary salary must be at least the highest of three amounts: the salary from the most comparable employment, the salary of the highest paid employee of the company or a connected company, and €58,000, unless a lower amount can be made plausible. The government’s March 2026 follow-up on the rule also points to the quality of the comparison, not only the threshold.
That is the same discipline in another tax drawer. A DGA as worker belongs in wage tax. A DGA as shareholder belongs in box 2 and private income tax. The BV belongs in corporate income tax. Payroll routes, the work costs scheme, and extraterritorial reimbursements each carry their own conditions. Belastingdienst guidance on extraterritorial costs does not give a broad shelter for foreign personal tax returns.
The point reaches beyond one holding company. CBS counted 106.1 thousand ICT companies in the Netherlands in 2025, including 100.2 thousand ICT service companies. CBS also reported that Dutch non-financial business confidence was negative for the eighteenth consecutive quarter in Q2 2026, while confidence in information and communication moved from 9.2 in January to -4.9 in April. The figures do not change the judgment. They do raise the price of loose cash planning.
What a founder should fix before year end
A mixed invoice needs a split before memory becomes the only evidence. The engagement letter, invoice description, ledger code, and tax treatment should tell the same story. If the advice protects the group structure, company cash, financing, growth, or continuity, the corporate case is visible. If it completes the DGA’s private forms as shareholder, it belongs elsewhere. When both are true, the split should be on paper, not in hindsight.
In a founder-led BV, that is not theatre. It is control. Belastingdienst guidance allows only business costs as deductible costs, and mixed costs only for the business part. One adviser can send one bill for restructuring, foreign tax exposure, DGA compliance, partner forms, and shareholder reporting. The accounting answer then needs judgment, not convenience.
For scale, a denied deduction of €29,828 would mean about €5,667 extra corporate tax at 19.0 percent or about €7,696 at 25.8 percent, before interest and other effects. For a small BV, that can change dividend timing, a tax provision, a bank conversation, or the founder’s own cash planning.
The calm lesson is this: a BV may protect itself when company risk is real, and a founder may also carry private tax duties from the same business life. Dutch tax does not ban overlap. It asks for manners in the accounts. When the company chooses the right role early, the invoice stops being a future argument and becomes a clean business record.
Want a second look at your DGA cost file before the tax return goes in?
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.
