{"id":29505,"date":"2025-12-04T12:10:42","date_gmt":"2025-12-04T12:10:42","guid":{"rendered":"https:\/\/thelegalcompany.nl\/?p=29505"},"modified":"2026-09-02T05:52:07","modified_gmt":"2026-09-02T05:52:07","slug":"minority-shareholder-via-a-holding-company-still-an-employee-major-tax-and-legal-risks","status":"publish","type":"post","link":"https:\/\/thelegalcompany.nl\/en\/minority-shareholder-via-a-holding-company-still-an-employee-major-tax-and-legal-risks\/","title":{"rendered":"Minority shareholder via a holding company still an employee: major tax and legal risks"},"content":{"rendered":"

The ruling of the Arnhem-Leeuwarden Court of Appeal (28 October 2025) concerns the question of whether a director\/major shareholder (“DGA”) who is hired out by their own holding company to the operating company in which they hold a stake can be classified as an employee under an employment contract. This applies even where the formal structure has been set up differently, with an official management agreement concluded between the holding company and the operating company, and the holding company invoicing the operating company. Under certain factual circumstances, you as the DGA of the holding company can nevertheless be regarded as an employee!<\/span><\/p>\n

The core of the case in brief:<\/span><\/b><\/h4>\n

A director worked for an operating company through his personal holding company. From 2018 onwards, he was no longer registered as an employee for employee insurance purposes. The tax authorities imposed additional payroll tax assessments for the years 2018-2020. The Court of Appeal ruled that, despite the use of a holding company and the absence of a written employment or management agreement, there was in fact a private-law employment relationship under Article 7:610 of the Dutch Civil Code. The assessment is based on weighing up all the factual circumstances of the case (now the holistic “Deliveroo” weighing test): personal labour, pay, a relationship of authority, integration within the organisation, the manner of remuneration, and external entrepreneurship.<\/span><\/p>\n

Because the DGA held less than 30% of the shares and therefore did not meet the criteria for “director\/major shareholder”, the exemption did not apply and payroll tax remained due. In essence, the Court of Appeal is saying: the fact that invoicing takes place through a BV holding company or another type of structure is not decisive. What is decisive is the <\/span>factual relationship<\/span><\/b> between the individual and the operating company.<\/span> In short: the de facto working relationship carries more weight than the legal structures involving BVs.<\/span><\/p>\n

What does this mean in practice for entrepreneurs with a holding company?<\/span><\/b><\/h4>\n

If, as a majority shareholder, you are in a holding structure together with a minority shareholder, with operating companies attached to it, you need to be alert and have these working relationships assessed by an expert in the event of:<\/span><\/p>\n