A founder retires, clears the weekly diary and stops chasing new customers. Yet the holding company remains. There are investments to watch, contracts to sign, advisers to direct and perhaps a company car outside the house. The working week may have shrunk, but responsibility has not disappeared with the farewell dinner.
That tension sat at the centre of a July 2026 ruling by Rechtbank Gelderland, published as ECLI:NL:RBGEL:2026:5528. A director-major shareholder, usually called a DGA, argued that retirement, reduced activity and roughly one working day a month justified an annual salary of €12,000 for 2021.
The court upheld the €47,000 customary salary for that year. It included €11,600 in salary in kind for private use of a company car. The founder had not given a sufficiently clear account of the work, hours and activities carried out for each company.
A private change with company consequences
Retirement is usually a personal transition. In a founder-led BV, it also changes employment, authority and payroll. Trouble starts when the personal story moves faster than the company records.
A founder may sincerely feel that the business has been wound down. Approving a large investment, however, is different from filing routine administration. Signing authority, control over bank accounts, oversight of a property portfolio and final decisions on contracts can carry real weight, even when they arise only occasionally.
The Gelderland ruling is best read as a case about the working record behind a lower salary. A genuinely smaller role can support lower pay. The company must translate “I hardly work anymore” into a credible description of duties, time, authority and remuneration.
That distinction matters in 2026. The Belastingdienst sets the customary salary at the highest of three figures: pay for the most comparable employment, the highest salary paid to an employee at the company or a connected company, and €58,000. A lower figure may apply where the comparable employment supports it.
Hours are only part of the job
Small companies often begin with a part-time calculation. A founder once worked five days, now works one, and the old salary is divided by five. It is an understandable starting point. It rarely settles the tax position by itself.
The real comparison is the work that remains. Is the founder now an occasional administrator, an investment director, a strategic adviser or still the person with final control? Which company receives that work? What would an unrelated person receive for carrying the same duties and responsibility?
The Belastingdienst checklist for advance consultation shows the practical detail involved. It covers the work, the relevant entity, working hours, company size and complexity. It also considers experience, management duties, final decision-making authority, comparable positions and employee pay within connected companies.
This is where human resources and tax administration meet. A retirement transition needs more than a revised number in payroll. The employment role, management agreement, internal decisions and actual working pattern should describe the same person.
If the founder has stepped back, the company should also show who stepped forward. Someone must deal with customers, staff, investments, lenders, advisers and payments. When those tasks still return to the retired founder, the old role may still be present in a quieter form.
The quiet holding company can still be active
Consider a founder who has sold the trading business but retained a personal holding company. There are no customers and no ordinary employees. The holding owns minority interests, receives dividends and appoints directors. The founder spends a few hours each month speaking with advisers and reviewing decisions.
Commercially, this can look like retirement. From a governance perspective, important work may remain. The salary question turns on the nature and value of that work, not simply on the absence of a busy office.
Connected companies can matter as well. Under a Belastingdienst knowledge-group position, another substantial-interest holder can count as the highest-paid employee for that part of the customary-salary test. The comparison for the most comparable employment follows a different route. It looks to a role in which a substantial interest plays no part.
Holding and work-company arrangements need particular care. A genuine services agreement can affect where the employment relationship and payroll analysis belong. Its terms need to match the invoices, duties, authority and daily reality of the group.
The company car deserves the same attention. A DGA is treated as an employee for payroll treatment of private car use. Where private driving exceeds 500 kilometres a year, the benefit counts as salary in kind. A reduced cash salary and an unchanged car arrangement therefore need to fit together in the payroll record.
Salary, cash and succession
A higher customary salary affects payroll withholding, personal tax exposure, dividend planning and the timing of cash leaving the BV. This can weigh heavily on a company with valuable but illiquid assets. Limited cash and a smaller job, however, are different matters. One concerns funding. The other concerns the value of work.
For the founder at the beginning of this column, the useful moment is the transition itself. Duties end gradually. Decisions move to others. The company changes long before anyone asks for an explanation.
A sound record captures that change in business terms: which duties ended, which decisions remain, how time is divided between entities and who now handles customers, staff, investments and advisers. A credible external comparison gives the new role a commercial frame.
These questions also reveal incomplete succession. If the founder remains the only person who can approve a payment, settle a dispute or direct the accountant, retirement has not fully reached the company. That is a governance issue before it becomes a salary dispute.
A founder can slow down without pretending to disappear. The clean position is the honest one: a role small enough to describe, authority clear enough to allocate and pay that fits both. Retirement changes the shape of work. The BV still needs to recognise the work that remains.
Need a second look at your DGA role, payroll file, or retirement plan? We can identify the points needing attention
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.
