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A holding company without an operating company is a BV that exists but does not hold shares in a subsidiary and does not engage in operational activity. In practice, this occurs in three situations: a temporary state (the operating company has been sold or has not yet been established), a permanent case (a savings BV with assets), or a combination (an asset management BV). The participation exemption does not apply in these cases — after all, there is no participation. This significantly alters the tax picture.
The short answer
- When: between exit and new activity, or permanently as a savings/asset BV.
- Tax: no participation exemption, but regular corporate income tax on the return on assets.
- Assets under management: investments, bank balances, possibly real estate.
- Points of attention: interest box rules, investment rules, and the risk that the BV will be classified as an “asset BV” with different tax consequences.
When does it develop?
Three typical scenarios:
- After the sale of the operating company. You have sold the operational BV; the sale proceeds are in the holding company. No longer a subsidiary, but assets remain.
- Before the start. You have established the holding company but have not yet placed an operating company under it. Temporary “empty” structure.
- Permanently established as a savings BV. A deliberate choice to park assets — often after a sale or as a pension provision for the director-major shareholder.
The legal existence of the BV does not change — but how the Tax Authorities and third parties view it does.
The savings BV: does it still make sense?
A savings BV is a holding company whose purpose is to manage assets. Formerly tax-attractive due to low interest rates and the participation exemption on certain structures. As of 2026, the picture is less rosy:
- No participation exemption without an operating subsidiary — investments are taxed normally in the corporate income tax box.
- Excessive borrowing scheme: loans to a director-major shareholder exceeding €700,000 are treated as a dividend distribution in Box 2 (since 2023).
- Box 3 comparison: private ownership of assets has become tax-comparable or even more favorable in some scenarios.
For many, a private asset portfolio is now simpler and no longer significantly less advantageous than a savings BV. A consultation with a tax specialist is virtually indispensable in this regard.
Capital “between exit and new”
Many entrepreneurs sell their operating company and park the proceeds in the holding company “until the next opportunity”. Points to consider:
- The assets are subject to corporate income tax on return (interest, capital gains, dividends from investments).
- In the case of long-term inactivity, the tax authorities may classify the BV as an “investment institution” — different rules.
- Upon distribution to private individuals: Box 2 dividend tax.
Do you have plans for a new operating company within one to two years? Simply keep the holding company, transfer the operating company under it later, and use the participation exemption again. No plans? Discuss liquidation or distribution with a tax specialist.
The holding company “pending”
Sometimes a holding company is established in anticipation of an operating company that is yet to come — e.g., for an investment plan that is not yet finalized. In practice:
- No tax problems in the short term.
- However, an annual corporate income tax return and annual accounts are mandatory (even with €0 turnover).
- Maintenance costs continue: €800 – €1,500 per year for accountant and compliance.
Don't have a concrete plan within a year? Consider postponing incorporation — or set up the holding company and operating company simultaneously.
Risks and points of attention
- Empty BV status. A BV with no activity may come to the attention of the tax authorities for investigation. Not an immediate problem, but it does involve paperwork.
- Investment institution classification. With predominantly invested assets, the holding company may be classified as an investment institution — different tax rules.
- Excessive borrowing scheme. Loan to director-major shareholder > €700,000 is partially considered a dividend (since 2023).
- Compliance maintenance. Two financial statements, two tax returns, UBO notifications — even without an operation.
Honest recommendation
A holding company without an operating company is not a disaster, but neither is it an obvious solution. For those in the transition between an exit and a new activity, it is fine temporarily. For those wishing to park assets permanently: compare it to private management in Box 3, and have a tax specialist perform the calculations. The former automatic benefits of a savings BV have disappeared for many SME director-major shareholders.
For the broader context: why a holding company. For the dissolution or liquidation of a holding company, see the Taxes batch (coming later).
Frequently Asked Questions
A private limited company (BV) that exists but does not hold shares in a subsidiary and does not engage in operational activity. Often temporary following a sale or prior to the establishment of an operating company; sometimes permanent as a savings or asset management BV.
No. The participation exemption requires an interest of ≥ 5% in a subsidiary. Without a participation, there is nothing to exempt. Return on capital in the holding company is subject to regular corporate income tax.
In 2026, less than in the past. The excessive borrowing rule, corporate income tax on returns on capital, and current Box 3 regulations mean that for many SME director-major shareholders, the savings BV is no longer significantly more advantageous than private asset management. Have a tax specialist perform the calculation.
Three options: parking the assets for a new operating company, converting to an asset management BV, or liquidating with a dividend distribution to private individuals. In the event of liquidation, you pay Box 2 tax on the distributed amount — discuss the timing with a tax specialist.
€800 – €1,500 for accountant and compliance (annual accounts, corporate tax return, UBO). Plus any bank charges. With long-term parking, those costs add up — compare with private management as an alternative.
Yes, provided it is commercial (market-rate interest, written agreement) and within the limits of the excessive borrowing regulations. Since 2023, loans exceeding €700,000 are partially treated as dividends in Box 2. Exceptions apply to owner-occupied homes.
A BV can be inactive but must still comply with annual obligations (tax return, annual accounts). It cannot remain dormant — but it can be kept low-active with minimal activity. In the event of prolonged inactivity: consider liquidation or a minor restructuring.
