Two Dutch tax positions published in July 2026 distinguish genuine management services from paper arrangements. For a director-major shareholder, the actual employment relationship can determine where customary salary is assessed. The positions affect groups that invoice management fees through a holding and run payroll there.
Why this matters
An invoice does not settle payroll. The contract, daily work, authority and ledger entries must match. For 2026, the customary-salary test uses the highest of comparable employment, the group’s highest-paid employee or €58,000. A lower amount needs evidence. Conflicting records can raise wage-tax questions, blur intercompany balances and leave too little cash for payroll taxes.
Example
An official case involves a holding with a 6% interest in an operating company. It invoices €120,000 excluding VAT, including €20,000 for costs, charges and depreciation. The agreed annual wage is €5,000. The DGA works for both companies, but the management agreement has no operational meaning. Payroll may run through the holding, while customary salary is assessed across the group. The €120,000 fee starts the taxable-wage calculation at the operating company. Amounts labelled as costs may count too.
XTROVERSO tips
- Map the director’s working week. Record where the director works, who directs that work and which company carries responsibility. Include staff decisions, customer contracts and supplier commitments.
- Test the management agreement. Check whether the holding delivers the service described in the contract. Compare its wording with actual authority, decisions and commercial risk.
- Reconcile the invoice and payroll. Match management invoices, salary payments, payroll tax and intercompany transfers. Keep each item separately visible in the ledger.
- Build the customary-salary file. Document the comparable role, the group’s highest-paid employee and the €58,000 floor. Keep evidence for any lower or higher amount.
- Separate costs from salary-related value. List the costs the holding actually bears. Do not assume an invoice label decides the wage-tax treatment.
Let us review your contract, payroll and ledger, then set out the practical next steps
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 – Niet-reële overeenkomst en gebruikelijk loon
- Belastingdienst Kennisgroepen – Doorbetaaldloonregeling bij reële overeenkomst
- Belastingdienst Kennisgroepen – Voorwaarden doorbetaaldloonregeling
- Belastingdienst – Loon en aanmerkelijk belang
- Taxence – Standpunt over niet-reële overeenkomst van opdracht
