On Monday morning, the founder is back at the operating company. She leads the staff meeting, approves leave, speaks to the largest client and decides which vacancy can wait. Her holding sends a monthly management invoice. Her salary comes from that holding. The agreement describes a service between two companies.
This familiar scene sits behind two Belastingdienst knowledge-group positions published in July 2026. KG:204:2026:12 concerns a genuine agreement for services. KG:204:2026:13 concerns an agreement that did not reflect the real working relationship. The formal structures looked similar, but the payroll outcomes differed because the work itself differed.
That distinction matters more than the label “management agreement”. A holding can genuinely provide services to an operating company. It can also become a paper route around work performed personally within the operating company under an employment relationship.
I read the two positions as a warning against administrative autopilot. The holding structure is not the problem. Trouble begins when the contract, authority, personal work, invoices, salary and payroll records tell competing stories.
The contract is only one witness
In the genuine-assignment position, the holding owned 6 per cent of the operating company. The Belastingdienst concluded that the DGA worked for the holding and was not employed by the operating company. Article 32d of the Wage Tax Act, the through-payment rule, therefore did not apply. The customary-salary assessment remained at holding level. The position used €0 of salary actually received as its starting point.
The second position used a different working reality. There, the DGA had an employment relationship with both companies, while the agreement for services lacked genuine meaning. The through-payment rule applied. The customary-salary test covered the DGA’s total work for the relevant group companies.
This is not a contest between good and bad paperwork. It is a question of whether the paperwork describes the business as it operates. The Belastingdienst assesses employment relationships through all relevant facts, including authority, personal work, remuneration, organisational embedding, duration, commercial risk and entrepreneurial conduct.
For a small business, those words translate into ordinary questions. Who decides what the DGA does on Tuesday morning? Which company carries the risk if the client refuses to pay? Can the holding decide how the service is delivered? Is the founder supplying an independent company service, or filling a personal role inside the operating company?
A signed agreement helps only while daily practice remains consistent with it. If the founder’s role changes, yesterday’s contract cannot preserve yesterday’s answer.
Two numbers, two questions
The non-genuine-agreement position gives the issue a sharp financial shape. Its fact pattern included an annual management fee of €120,000, of which €20,000 was described as costs, charges and depreciation. The DGA received €5,000 in salary from the holding.
The Belastingdienst did not simply treat the management fee as the customary salary. The €5,000 actually received formed the starting point for the customary-salary assessment. The difference between that amount and the salary established under the statutory test became fictitious wage.
That is the practical lesson. A management fee and a DGA salary answer different questions. The fee may cover services, costs, assets, risk and profit. Salary concerns the value of the DGA’s work under the customary-salary rules. One figure cannot safely serve as unexplained shorthand for the other.
For 2026, €58,000 is one comparison point within that test. The salary must be assessed against the highest applicable outcome of the most comparable employment, the highest-paid employee within the company or connected companies, and the statutory amount. A lower comparable salary can be relevant when properly substantiated. The €58,000 figure is not an automatic answer for every DGA.
I would expect a sound company record to explain both calculations separately. The fee should make commercial sense between the companies. The salary should reflect the role, hours, responsibilities, comparable work and pay elsewhere in the business. When the same unsupported number is used for both, management information becomes weaker as well as tax reasoning.
The Monday morning review
Return to the founder at the staff meeting. If she joined the operating company more deeply during the past year, perhaps after a manager left, the structure may have changed without anyone formally deciding that it had changed. The invoice continued. Payroll continued. The annual accounts repeated the familiar entries.
That is how many small-company mismatches arise. They rarely begin in one dramatic meeting. They grow through practical decisions made under pressure.
A useful review starts with the working week, not the old contract. The founder, board and adviser can compare who directs the work, where decisions are made, which company bears commercial risk and how remuneration moves through the structure. Board records, service descriptions, invoices, payroll entries and tax returns should then support that account rather than repair it afterwards.
Employee insurance deserves separate attention. UWV can assess compulsory-insurance status from the actual position, and some DGA roles fall outside compulsory insurance. In the specific non-genuine-agreement position, the Belastingdienst also described circumstances in which the operating company would need to include the DGA in its payroll administration for employee-insurance premiums. That conclusion remains tied to the facts.
The calm response is not to abandon the holding or distrust every management agreement. It is to recognise that a corporate structure needs maintenance when the human role inside it changes.
On the next Monday morning, the founder may perform exactly the same work. The difference is that the companies can explain whose work it is, why the payment route fits, and how the salary was determined. That coherence is not decoration. It is what makes the structure credible.
Want a second look at your contract, payroll route and DGA salary file? Our team can identify where the records diverge
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.
References
- Standpunt over gebruikelijk loon bij niet-reële managementovereenkomst aangepast · Salaris Vanmorgen
- Belastingdienst Kennisgroepen - Latest official position on a genuine management assignment and the through-payment rule
- Belastingdienst Kennisgroepen - Conditions for the through-payment rule in DGA structures
- Belastingdienst - 2026 customary-salary baseline for an interest holder
- Belastingdienst - Actual working relationship outweighs contractual wording
- Belastingdienst - Payroll consequences if work is in employment
- UWV - Employee-insurance status is a separate exposure
- Belastingdienst - 2026 payroll handbook as operational reference
