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Do you already have a personal holding company and want to set up an operating company? In that case, your holding company becomes the founder and sole shareholder of the new BV. The notary handles the deed of incorporation in the name of the holding company; in the operating company, you, as the director-major shareholder, are typically the director. The process takes one to two weeks (online) to four weeks (in-person, complex). Below is the step-by-step plan, tax considerations, and notarial requirements.
The short answer
- Determine the structure: your holding company establishes the operating company, and you become the director.
- Draft deed at the notary with the holding company as the sole shareholder.
- AML investigation at both your holding company (as the founding legal entity) and you as the underlying UBO.
- Execution of the deed; the operating company is subsequently legally established.
- Chamber of Commerce registration, VAT application, business bank account; subsequently, management agreement between holding and operating company.
Step 1: structure selection
The standard structure:
- Your personal holding company (PH) becomes the 100% shareholder of the operating company (WM).
- You personally are and remain a 100% shareholder of the PH.
- Directorship of a Financial Institution: often you are a private director, or the Public Sector (as a legal entity director with you as the managing director of that Public Sector).
Variations exist: multiple holding companies above a single operating company (in the case of partners), or multiple operating companies under a single holding company. Discuss with a lawyer and an accountant which structure suits your plans.
Steps 2 & 3: notary and AML investigation
The notary draws up the deed of incorporation with the holding company as the sole founder. That means:
- Identification of the PH as a legal entity (Chamber of Commerce extract, articles of association, UBO overview).
- Identification of you as the UBO of the PH (passport, facial scan).
- Draft deed stating how many shares are to be issued, with what nominal value, and how paid up.
- Direction from the Board of the operating company.
Online, this often takes two weeks. For international aspects or complex holding structures, it takes longer.
Step 4: Pay up capital
The PH contributes the share capital of the WM — usually a symbolic amount (€100 or €1,000). The contribution is made from the business account of the PH to (soon) the business account of the WM. You keep the proof (bank statement) in the shareholders' register of the WM.
For a more detailed explanation: fully paying up shares in the BV.
Step 5: after passing
What still needs to be done:
- Chamber of Commerce registration of the operating company (often by a notary).
- UBO notification within 8 days (you remain the UBO).
- VAT number .
- Open a WM business bank account
- Management agreement between the PH (you) and the WM — regarding your management fee and employment relationship. See management agreement.
- Potentially a shareholders' agreement if there are multiple holdings above the WM.
For the complete guide after passing: what happens after the notary has passed the deed.
Tax considerations
- Participation exemption: dividend from WM to PH is tax-exempt under Art. 13 Corporate Income Tax Act. Capital gains on the sale of the WM shares are also exempt.
- Management fee: market-rate — otherwise the tax authorities will intervene. Often linked to the “customary salary” for the director-major shareholder.
- Customary salary: as a director-major shareholder, you must receive a market-rate salary — usually at least €56,000 (2024-2025 figure) or the highest salary of an employee.
Discuss the exact details with an accountant or tax advisor — the difference between a €56,000 salary and a €70,000 salary impacts the tax picture of the entire structure.
How much does it cost?
- Notary operating company: €400 – €800 (online) or €600 – €1,200 (in-person).
- Management agreement and any additional contracts: € 250 – € 750.
- Accountant for WM start-up work: € 300 – € 1.000.
For the complete overview: Costs of setting up a BV.
Honest recommendation
Setting up a BV with an existing holding company is straightforward — provided your holding company and plans are clear. Invest in a good management agreement and discuss the tax implications (customary salary, management fee, dividend distribution) with an accountant before you start. That will save a lot of repair work later on.
For the broader context: why set up a holding company and BV step-by-step plan.
Frequently Asked Questions
The holding company becomes the founder and sole shareholder of the new operating company. The notary drafts the deed of incorporation with the holding company as founder; you remain the UBO through your interest in the holding company. Processing time 1–4 weeks.
Often, you act personally. Sometimes, the holding company is appointed as the legal entity director (with you as the managing director of that holding company). Both variants work; legally, there is a nuance regarding liability and customary salary. Discuss with a lawyer.
Yes, almost always. The management agreement regulates the arrangements between your holding company and the operating company: management fee, duties, notice periods, and liability. The absence of a management agreement results in a messy situation from a tax and legal perspective.
A minimum salary that a director-major shareholder must receive from his operating company. In 2024-2025, a minimum of €56,000 or, if higher, the salary of the highest-paid employee. Intended to discourage “distributing the surplus via dividends”. Discuss its application with a tax specialist.
Yes, as soon as the holding company holds ≥ 5% of the operating company (in practice usually 100%). Dividends from the operating company to the holding company are then tax-exempt under Art. 13 of the Corporate Income Tax Act. This applies from the date of incorporation.
Yes. Many director-major shareholders with multiple activities keep them separate in different operating companies under a single holding company. Advantage: risks separated per activity, tax flexible via the participation exemption.
€400 – €1,200 for the notary (depending on online or in-person), plus €250 – €750 for the management agreement and additional legal documents. Plus €300 – €1,000 for accountant support at the start.
