Dutch payroll guidance for 2026 clarifies how holdings and work companies should treat a director-shareholder’s pay. Payroll tax follows the actual work and employment relationship. A management-services invoice does not settle the payroll position. Mismatches can lead to payroll corrections and employee-insurance premiums.
Why this matters
Management fee, paid salary, and customary salary are separate amounts. Mixing them up can affect payroll, cash, and employee-insurance premiums. In a group, the holding may provide services under a contract while daily work points to employment at the work company. Reporting lines, decision rights, and payments matter. Support a low salary with the management agreement, payroll, invoices, and bank records.
Example
One published case concerns a holding with a 6% interest in a work company. It invoices €120,000 excluding VAT, including €20,000 for costs, charges, and depreciation. Its director-shareholder receives €5,000 in salary. The director has an employment relationship with both companies, while the assignment agreement lacks genuine substance. Under the through-payroll scheme, wage-tax treatment may sit with the holding. The customary-salary test covers all group work. A fee does not automatically become salary.
XTROVERSO tips
- Map the actual work. Record the director’s work for each company. Include working time, reporting lines, decision rights, customer work, and commercial responsibility.
- Explain the management fee. Match services and costs to the invoice. Reconcile the fee with contracts, invoices, payments, cost allocations, and the intercompany account.
- Check the customary salary. For 2026, compare the most similar employment, the highest-paid employee in the company or a connected company, and the €58,000 reference amount. Keep evidence for the chosen amount and any lower salary.
- Test the payroll route. Confirm that the through-payroll conditions fit the actual employment relationships and payment flow. Administrative convenience is not enough.
- Review employee insurance separately. Wage tax and employee insurance can follow different routes. Confirm which company must report the director and pay the relevant premiums.
- Complete the file before year-end. Collect the agreement, payroll returns, bank records, board decisions, and salary comparison while the facts are clear.
Let us review whether your contracts, payroll, and daily practice tell the same story
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
- KG:204:2026:13 — Gebruikelijk loon bij een niet-reële overeenkomst van opdracht en toepassing van de doorbetaaldloonregeling
- KG:204:2026:12 — Doorbetaaldloonregeling bij een reële overeenkomst van opdracht
- KG:204:2026:2 — Voorwaarden voor de doorbetaaldloonregeling in aanmerkelijkbelangverhoudingen
- Belastingdienst — Loon en aanmerkelijk belang
- Gerechtshof ’s-Hertogenbosch, ECLI:NL:GHSHE:2024:2076
- Ingetrokken standpunt KG:204:2022:21
