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A management agreement governs management services — an interim manager via one's own BV, a director-major shareholder working for an operating company via a management BV, or an external director. Unlike an employment contract: the contractor works via the BV, there are no employee insurance schemes, and the structure is flexible. However: there is a DBA aspect (relationship of authority) — if an actual employment relationship exists, it requires reclassification as an employment contract. Below are the content, tax aspects, and how Lars works via a management BV.
The short answer
- What: Contract for management services via a BV instead of an employment contract.
- Usage: interim manager, owner-manager management, external director.
- Difference from employment contract: no employee insurance, discretionary content, own VAT administration.
- DBA risk: reclassification to an employment contract in the event of an actual hierarchical relationship.
- Fee: management fee, often a fixed monthly amount.
Three main types
1. Interim Manager Agreement
Temporary management assignment — typically 3-12 months. For a specific mission: turnaround, project, replacement. Tailored to each assignment.
2. Director-Major Shareholder via management BV
Director-major shareholder works for the operating company via their own management BV. Advantage: VAT deduction rights, flexible income planning. Requires correct tax structuring.
3. External management agreement
A private limited company hires an external director without an employment contract. This is common in family businesses with an external CEO, or in private equity acquisitions.
What is in it?
- Parties: Client (operating company) and Contractor (management BV).
- Services: description of management tasks (strategy, leadership, external representation).
- Powers: what the contractor may decide independently.
- Time commitment:number of hours per week or availability.
- Fee: fixed monthly amount, or variable with bonus.
- Expense allowance:travel expenses, telephone, computer.
- Vacation/absence: contractor arranges themselves (no employee rights).
- Duration: fixed term (interim) or indefinite term (director-major shareholder).
- Termination: notice period, grounds.
- Liability: for decisions and actions.
- Confidentiality and competition: standard clauses.
- Applicable law.
DBA and risk reclassification
The DBA Act (Deregulation of Assessment of Employment Relationships) assesses whether the actual relationship constitutes an employment contract:
- Authority relationship: can the contractor determine their own working hours?
- Free substitution: may the contractor send someone else?
- Personal labor: must the contractor work himself?
- Fixed salary: compensation related to results or hours?
In case of a strong hierarchical relationship: employment contract → employer contributions payable, protection against dismissal, etc.
The Tax and Customs Administration has been enforcing more strictly since 2025.
Tax aspects
VAT
Management BV invoices the operating company with VAT (21%). The operating company deducts VAT as input tax.
Income planning for Directors/Major Shareholders
- The Director-Major Shareholder receives a customary salary from their own management company.
- Plus any dividends from the management company.
- Flexible timing of income benefit.
Corporate Income Tax
Profit management BV: Corporate income tax (19-25.8%). For director-major shareholder: direct control over profit distribution.
Lars's management company
Lars works for his operating company through Lars BV (management BV):
- Monthly management fee €10,000 excluding VAT.
- Holiday and illness self-funded.
- Flexible working hours and working from home.
- Authorized to make day-to-day decisions and board decisions jointly with another director.
- Confidentiality and non-compete clause for 1 year after termination.
Risk: Tax and Customs Administration may reclassify as an employment contract — evaluate DBA test annually.
Honest recommendation
A management agreement is a strong fiscal and legal structure — provided it complies with the Dutch Employment Relationships Act (DBA). Invest in a proper setup by a tax specialist and legal expert (€1,500–€5,000). Test for DBA risk annually. For a director-major shareholder: a management BV is virtually standard for flexibility and VAT compliance. For interim management: adjust per assignment. In case of doubt regarding the hierarchical relationship: use an employment contract for certainty — preventing subsequent tax assessments.
For other topics: Director-major shareholder employment contract, contract for services and non-compete clause.
Frequently Asked Questions
Contract for management services via a private limited company (BV) instead of an employment contract. Three main types: interim manager, director-major shareholder via a management BV, and external director. No employee insurance, flexible composition, separate VAT administration.
No employee insurance, no protection against dismissal, own VAT. Risk: in the event of a de facto hierarchical relationship (fixed working hours, mandatory attendance, no right of substitution), the Tax and Customs Administration may reclassify it as an employment contract.
The DBA Act assesses whether the actual relationship constitutes an employment contract. Criteria: hierarchical relationship, free substitution, personal work, fixed salary. In the case of a strong hierarchical relationship: employment contract → additional tax assessments. The Tax and Customs Administration has been enforcing this more strictly since 2025.
Yes — flexible income planning (standard salary + dividend), VAT deduction rights, own corporate income tax return. Provided it is structured correctly: standard for director-major shareholders. Combine with a holding structure for an optimal tax position.
Parties, description of services, powers, time spent, fee, reimbursement of expenses, term, termination, liability, confidentiality/competition, applicable law. Plus DBA-friendly wording.
Fixed monthly amount (€5,000-€25,000+ depending on position and company size). Plus potential result-related bonus. Fee excluding VAT; VAT is passed on to the client (deductible as input tax).
By tax specialist + legal expert combined: €1,500-€5,000 for a sound structure. Annual DBA assessment recommended. In case of doubt or complexity: exercise extra care — a mistake costs more than a good setup.
