Two Dutch tax positions published in July 2026 confirm that a management invoice does not decide payroll treatment. Contracts and day-to-day direction can place wage and customary-salary duties at different companies. The Wtta takes effect on 1 January 2027 where a BV supplies a person to work under a client’s direction and supervision.
Why this matters
A management fee may include the holding’s work, costs and profit. It is not automatically the director’s salary. Mixing the fee, wage and customary salary can distort payroll tax, employee-insurance premiums and cash held by the holding. The payroll file must match the contract and working week. Check who sets priorities, approves leave, accepts delivery and bears the cost of a failed job.
Example
Both positions use a holding with 6% of an operating company and a €120,000 annual fee. That fee includes €20,000 for costs and depreciation. With a real service obligation, Article 32d does not apply and the customary-salary test stays at the holding. Where the assignment lacks independent meaning and the operating company employs the individual, Article 32d applies. The customary-salary test then covers the relevant group. The fee excluding VAT starts the fiscal-wage calculation at the operating company.
XTROVERSO tips
- Draw the full structure. Put the individual, holding, operating company, shareholding, board roles, contracts, payroll entries and invoice flows on one page.
- Compare the contract with the working week. Record who sets priorities, approves absence, directs the work and accepts delivery risk. Check whether daily practice matches the contract.
- Keep each amount separate. Show the management fee, reimbursed costs, operating-company wage and holding salary as separate figures in the file.
- Check governance and insurance. Review appointment powers, voting rights and control over dismissal. Do not use the payroll-tax outcome as the answer for employee insurance.
- Flag possible labour supply. Identify cases where a client directs and supervises one named person. Review those arrangements separately before the Wtta transition.
Need your contract, payroll records and working setup checked together? We can help identify where the file does not match daily practice
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
- Belastingdienst Kennisgroepen – Reële managementopdracht en doorbetaaldloonregeling
- Belastingdienst Kennisgroepen – Niet-reële opdracht, dienstbetrekking en gebruikelijk loon
- Belastingdienst Kennisgroepen – Voorwaarden doorbetaaldloonregeling
- Belastingdienst – Gebruikelijk loon
- Belastingdienst – Handboek Loonheffingen
- Rechtspraak – Kwalificatie van arbeidsrelaties, ECLI:NL:HR:2023:443
