Your Co-Director Earns More? Congratulations, That’s Your New Salary Now.

Executive Summary:

If you own a micro or small business, especially a holding or a BV with multiple partners, the Dutch Tax Authority has clarified how the “usual wage” (gebruikelijk loon) for directors/shareholders is determined. For those with significant (substantial) interest, the salary of the highest-earning managing partner can become the baseline for all other partners. This update targets every CEO who shares management and equity and who thinks a “flexible” salary structure is defensible.

Case Study: Two Shareholders, One Tax Authority

Let’s keep it simple:

A and B both own 50% of their BV and are its only directors. A earns €230,000. B earns €190,000. Same roles, same company, same responsibilities. The only difference is the salary.

Here’s where it matters:

The usual wage rule says B must be paid at least the same as the highest-earning co-director, here, A’s €230,000, even if another (non-shareholder) employee earns less, or if B’s contract states otherwise. The mere fact that their roles are “comparable” triggers this. The authorities aren’t interested in how you split tasks or profits. They look at the numbers, not the narratives.

Implications for Entrepreneurs and Small Holdings

1. Uniform Salary Is No Longer Optional

The Tax Authority now uses a single, highest salary as the reference for all substantial shareholders with the same duties. If you pay yourself less than your co-director, expect the Belastingdienst to recalculate your wage, with all tax and social security consequences attached.

For micro and small company owners:

• Forget “negotiated flexibility” between co-directors.
• Plan your cash flow and dividend strategies accordingly.
• For holdings: if you have multiple BVs and play the “salary shuffle” game, beware—cross-BV comparisons are becoming more common.

2. You Can Challenge, But Only With Strong Evidence

B can rebut the assessment, but only by proving there’s a comparable employee (same responsibilities, same level) outside the shareholder/director circle who earns less. In practice, for micro and small firms, such benchmarks are rare, making successful challenges unlikely.

3. No Shelter Behind Contracts or Titles

Contracts mean little if the reality is two shareholders/directors with identical management roles. The Tax Authority ignores contract wording in favor of economic substance. Titles, function descriptions, and token differences won’t shield you.

4. Implications for Holdings and Layered Structures

If your holding manages several BVs, and directors serve across entities, harmonize your salary policies. The risk of adjustment and subsequent back taxes, spills across all layers, especially where salary gaps appear artificial or inconsistent with the market.

Xtroverso Perspective: Structure Before Storytelling

At Xtroverso, we tell our CEOs:

• Structure first, story second. The “why” of your salary scheme matters less than the “what.”
• Standardize director salaries unless a clear, defensible difference in function exists and document it thoroughly.
• Assume the Tax Authority is your shadow board member: act with that scrutiny in mind.

Final Thought

Micro and small company owners—especially those who wear both the shareholder and director hats—must treat wage policy as a governance issue, not just a tax tactic. Inconsistent pay among equals is an invitation for regulatory scrutiny.

Source: Dutch Tax Authorities, Knowledge Group General Wage Tax, June 24, 2025 (KG:204:2025:10)