Knowledge base

Setting up an investment BV: how it works and what it costs

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How does an investment BV work and when is it worthwhile?

An investment BV (the Dutch private limited company used to hold investments), also called a real estate investment company or holding and investment company, is a company you set up to hold assets and property investments outside your private sphere. This topic falls within the broader question of setting up a rental BV or real estate BV, where you will find the full overview. On this page we deal specifically with how an investment BV works, its tax position and its costs.

The basic idea is simple: you transfer assets or property into the BV, after which the BV manages, invests or rents out those assets. The profit the BV makes is taxed with corporate income tax (vennootschapsbelasting, VPB). Only when you withdraw money from the BV as a dividend do you pay income tax on that amount in box 2. This two-step system is exactly what makes an investment BV attractive for tax purposes for entrepreneurs with substantial assets.

An investment BV becomes worthwhile as soon as the combination of your assets, your tax burden in box 3 and your personal situation reaches the tipping point where the BV structure works out better on a net basis than investing or renting out privately. That tipping point is not the same for everyone. It depends on the size of the assets to be transferred, the expected returns, your other income and the cost of the BV structure itself. Whether an investment BV makes sense in your situation is best discussed in an advisory meeting. You can make a no-obligation comparison between investing through a BV or privately.

If you want to move private assets to an existing or new BV because of the changing box 3 legislation, also read our explanation of moving from box 3 to a BV: transferring assets. It describes step by step what the transfer process involves and which deadlines apply.

Investment BV and tax: box 2, deemed salary and the costs at a glance

For tax purposes, an investment BV revolves around three elements: the corporate income tax on the profit in the BV, the box 2 levy on dividend distributions, and the deemed salary (gebruikelijk loon) that the tax authority (Belastingdienst) expects if you carry out work for the BV as the director-major shareholder (DGA). Understanding how these three interact is the key to a well-functioning structure.

In 2026, corporate income tax has two brackets. On the first bracket you pay a lower rate; above that the regular corporate income tax rate applies. If you distribute profit as a dividend, you pay income tax on that amount in box 2. Exactly how much you pay depends on your total income position and the size of the distribution. In a conversation we are happy to explain what that means specifically for your BV, without surprises afterwards.

The deemed salary for an investment BV is a point that surprises many entrepreneurs. The tax authority prescribes that a DGA must pay himself or herself a 'deemed salary' if he or she performs work for the BV. In a purely passive investment BV where you hardly perform any work, the tax authority may agree to a lower deemed salary or even zero. Whether that applies in your case depends on the actual situation and requires coordination. This is exactly the kind of question where a fixed point of contact with financial director experience makes the difference, rather than a bookkeeper who only processes.

The costs of an investment BV consist of two layers. First there are the one-off incorporation costs: the notary charges a fee for executing the deed that varies per notary's office, usually between 500 and 1,500 euros excl. VAT. We do not handle notarial deeds; you arrange that with a notary of your choice. Then there are the annual management costs: the bookkeeping, VAT (btw) returns, the annual accounts (jaarrekening) and the corporate income tax return. At Nummerix this falls under one fixed monthly fee excl. VAT, agreed in advance. Want to know what that amounts to for your BV? Request a no-obligation quote and you will know within one working day.

Many entrepreneurs wonder from what amount an investment BV is worth it. There is no statutory minimum capital required to set up an investment BV; the minimum share capital is just 0.01 euro. The economic threshold, however, is higher. The fixed costs of the BV structure, including bookkeeping and tax returns, have to be earned back through the tax advantage. As a rule of thumb: only above a certain level of investable assets and return does the advantage structurally exceed the costs. What that amount is in concrete terms is something we are happy to discuss in an introductory meeting based on your situation.

As for specific investment companies such as PMR Vastgoed Beleggingen BV, Beleggingsmaatschappij Grouwels B.V., Beleggingsmaatschappij Blaak B.V., Beheer- en Beleggingsmaatschappij H. Zwart, Beheer- en Beleggingsmaatschappij Balnag, AMA Beleggingsmaatschappij, Randstedelijke Beleggingsmaatschappij or Beleggingsmaatschappij Imre: these are existing legal entities with their own registration at the Chamber of Commerce (KVK). If you want to set up a comparable structure, we help you with everything that comes after the notary has executed the deed: setting up the administration, the tax returns and the annual accounts. You arrange the incorporation itself with a notary.

Gifting shares in an investment BV is a widely used technique to transfer assets to children or other heirs in a tax-efficient way. The BV is a legal entity with legal personality, which means you can transfer shares without having to physically split the assets themselves. This has tax and legal implications that can differ considerably from case to case. We advise you on this in a conversation; we never make tax commitments without knowing your full situation.

FAQ

Frequently asked questions

How does an investment BV work in short?

An investment BV is a private limited company you set up to manage assets or property outside your private sphere. The BV invests, rents out or manages the assets and pays corporate income tax on the profit. If you distribute profit as a dividend, you pay income tax in box 2. This two-step system can be more advantageous for tax purposes than investing or renting out privately, depending on your situation.

From what amount is an investment BV worthwhile?

There is no statutory minimum capital. Economically, the tax advantage has to exceed the fixed costs of the BV structure (bookkeeping, tax returns, annual accounts). That point depends on your assets, return and personal tax position. In an introductory meeting we work this out with you based on your own figures.

As the DGA of an investment BV, do I have to pay myself a deemed salary?

The tax authority requires a deemed salary if you perform work for the BV as a DGA. In a fully passive investment BV where you hardly carry out any work, a lower deemed salary or even none at all may apply. Whether that is the case for you depends on the facts and requires coordination. We will discuss this with you as soon as we know your situation.

What does an investment BV cost per year?

The costs consist of two parts. One-off, you pay the notary for the incorporation, usually between 500 and 1,500 euros excl. VAT (depending on the notary's office). After that there are the annual costs for bookkeeping, VAT returns, the corporate income tax return and the annual accounts. At Nummerix these fall under one fixed monthly fee excl. VAT. Request a quote and you will know within one working day what that amount is for your BV.

Can I gift shares in my investment BV to my children?

Yes, shares in a BV are transferable and gifting shares is regularly used as a technique for transferring assets. The tax and legal consequences depend on the situation and can be considerable. We are happy to discuss the options and points of attention in an advisory meeting; we make no tax commitments without knowing your full situation.

Does Nummerix also handle the incorporation of the investment BV?

No. Setting up a BV requires a notarial deed; that is work for a notary of your choice. We take care of everything that comes afterwards: setting up the administration, the VAT returns, the corporate income tax return, the annual accounts and the payroll for the DGA. That way everything is fully arranged right after the incorporation.

Questions about your own situation?

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