A corrected Dutch tax position addresses payroll where a holding BV invoices an operating BV without a genuine assignment. If the director works for the operating BV as an employee, that invoice route can affect fiscal wage, customary salary and employee-insurance premiums.
Why this matters
A management invoice does not decide the employment relationship. The contract, daily work, authority, payroll records and payment route must match. In this case, the management fee excluding VAT starts the fiscal-wage calculation at the operating BV. Costs, charges and depreciation within that fee may count too. For 2026, the customary-salary floor is €58,000. Comparable work, group duties and the highest-paid employee may require more.
Example
In the published case, a director’s holding BV owns 6% of an operating BV. The holding sends management invoices, but the assignment has no real substance. The director works as an employee of the operating BV. Payroll review then focuses on the operating BV. The customary-salary test can cover the director’s work across the group. Employee-insurance premiums may remain with the operating BV. A genuine assignment changes the result. Without employment at the operating BV, the customary-salary assessment stays with the holding.
XTROVERSO tips
- Put the whole file together. Read the contract, management invoices, payroll records, board decisions and group chart together. They should identify the same employer and payment route.
- Record the director’s actual work. List duties for each entity. Include staff authority, customer negotiations, commercial decisions, board work and time spent in the operating business.
- Break down the management fee. Separate director pay, expenses, depreciation, overhead and any service margin. One invoice total does not answer the salary question.
- Recheck the customary salary. Record the 2026 floor, comparable employment and the highest-paid employee test. Keep evidence for any lower or higher amount.
- Review after business changes. Repeat the check after changes in ownership, duties, staff, finance or group structure. Update the contract and payroll file when the work changes.
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The data, sourcing, and analysis behind this article were conducted by Paolo Maria 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 Paolo Maria Pavan before publication.
References
- Standpunt ‘Gebruikelijk loon niet reële overeenkomst van opdracht bij toepassing doorbetaaldloonregeling’ aangepast | Kennisgroepen Belastingdienst
- Kennisgroepen Belastingdienst - Non-genuine assignment agreement between holding BV and operating BV
- Kennisgroepen Belastingdienst - Real assignment agreement as the contrasting case
- Belastingdienst - 2026 customary-salary baseline for substantial-interest holders
- Belastingdienst - Payroll enforcement where work is really employment
