Netherlands DGA Guide (Director-Major Shareholder)

Gebruikelijk Loon (Minimum Salary)

• Statutory minimum: The DGA must pay themselves a salary of at least €56,000 per year (2026, indexed annually). This is the default minimum under Artikel 12a Wet LB 1964. The salary must be processed through the BV's monthly payroll and is subject to loonheffing (A-tax, social security).
• Comparable employee test: If the BV employs a comparable employee (same duties, qualifications, experience) whose salary exceeds €56,000, the DGA's salary must be at least equal to that comparable employee's salary. If no comparable employee exists in the BV, the DGA's salary must be at least 75% of the salary earned by a comparable employee in a similar position in another company (if that salary is higher than €56,000). In practice, the €56,000 minimum is the applicable amount for most DGAs.
• Loss-making BV — no reduction: Even if the BV makes a loss, the DGA must still take the minimum salary. The salary is a deductible expense for the BV — meaning the BV's taxable profit is reduced by the DGA salary. In loss-making years, the salary increases the loss, which can be carried forward.
• 30% ruling interaction: A DGA who qualifies for the 30% ruling may reduce their gebruikenlijk loon to the lower of: the actual salary paid (which can be lower than €56,000) or the 30% ruling salary threshold (~€46,107 in 2026). The 30% ruling allowance is then applied on top of this reduced salary. This is one of the most valuable DGA planning strategies — the DGA pays a lower salary (saving box 1 tax), receives the 30% tax-free allowance, and keeps profits in the BV at the 19–25.8% corporate rate.
• Penalties for insufficient salary: If the DGA pays below the minimum salary, the Belastingdienst may issue a naheffingsaanslag (additional assessment) treating the shortfall as a deemed salary, plus a penalty. The DGA cannot waive the salary — it is a legal requirement.

Box 2 — Dividends and Capital Gains

• Dividend taxation: Dividends paid by the BV to the DGA are taxed in box 2 at 24.5% on the first €67,000 and 31% above (2026 rates, with the higher rate scheduled to become the single rate from 2027). The dividend is first subject to 15% dividend withholding tax, which is credited against the box 2 liability — meaning the net additional box 2 tax is 9.5% (24.5% — 15%) or 16% (31% — 15%).
• Capital gains on shares: Gains on the sale of the DGA's shares in the BV are also taxed in box 2 at the same rates (24.5–31%). The gain is the sale price minus the cost basis (typically the nominal share capital paid in). For shares acquired after 2001, the cost basis is adjusted for capital contributions and distributions. For shares acquired before 2001, special transitional rules apply (the step-up in basis at 1 January 2001).
• Dividend vs salary optimisation: The optimal split between salary (box 1, up to 49.5% tax) and dividend (box 2, 24.5–31% tax) depends on: the DGA's other income, the BV's profit level, the 30% ruling status, and the need for AOW state pension accrual (which depends on taxable salary). As a general rule: pay the minimum gebruikelijk loon (€56,000) and the remaining profit as dividend (24.5–31%) — this minimises the combined employer cost + employee tax burden. However, the DGA should ensure sufficient salary to maintain AOW accrual (AOW is based on the number of years of contribution, not the salary level, but a very low salary may trigger questions from the Belastingdienst about the DGA's self-employed status for social security).
• Dividend timing: Dividends can be declared at any time during the year (interim dividend) or at year-end. The DGA controls the timing — deferring dividend payments defers the box 2 tax liability. Dividend reserves (winstreserves) can be accumulated in the BV, taxed only at the corporate level (19–25.8%), and distributed in a future year when the tax rate or personal circumstances are more favourable.

Pension in the BV (Oudedagsverplichting)

• No mandatory pension for DGA: Unlike employees, DGAs are not required to participate in an industry-wide pension fund (bedrijfstakpensioenfonds) for their own DGA position. However, the BV may choose to provide a pension to the DGA. The most common arrangement is a defined contribution (DC) pension plan via an insurance company or a PPI (Premium Pension Institution).
• Oudedagsverplichting (old age obligation): The BV can build up a pension obligation on its balance sheet (oudedagsverplichting) for the DGA. This creates a corporate tax deduction (the annual pension premium) while deferring the DGA's personal tax until the pension is paid out (box 1, progressive rates). The pension accrual must follow the Pensioenwet rules — maximum accrual of approximately 1.875% of pensionable salary per year for defined benefit (DB) or the applicable DC premium limits. The pensionable salary is capped at approximately €137,000 (2026, the Pensioenloongrens).
• Pension in eigen beheer (DGA pension BV — abolished): Until 2017, DGAs could build up a pension in eigen beheer (pension provision managed within the BV itself) with generous tax benefits including an unlimited tax-deductible lump-sum contribution upon incorporation. This was abolished from 1 April 2017. Existing pension in eigen beheer provisions may continue but cannot be increased. Many DGAs have commuted their existing pension-in-eigen-beheer rights (afkoop) to a box 1 taxable lump sum — the tax cost was mitigated by the 2017 transitional commutation rules. If you have a pre-2017 pension-in-eigen-beheer, consult a specialist.
• Alternatives — BV savings: Instead of a formal pension, the DGA can accumulate savings within the BV (as retained earnings). These savings are taxed at corporate rates (19–25.8%) and, when withdrawn as dividend, at box 2 rates (24.5–31%). The combined effective rate is approximately 36–49% — comparable to the box 1 top rate. The difference is flexibility: the DGA controls the timing of dividend distribution, whereas pension savings are locked in until retirement age (AOW age, currently 67).

DGA Employment Contract

• Written contract required: The DGA must have a written employment contract (arbeidsovereenkomst) with the BV. The contract must specify: salary (meeting the gebruikenlijk loon minimum), duties, working hours, holiday entitlement (minimum 20 days), notice period (minimum 1 month for the DGA, 2 months for the BV), and any additional benefits (company car, expense allowance, pension).
• DGA dismissal protection: DGAs have limited dismissal protection compared to regular employees. The DGA can be dismissed by a shareholder resolution (if the DGA is also a director under the articles of association — bestuurder). The UWV (Employee Insurance Agency) does not need to approve the dismissal, and the subdistrict court (kantonrechter) has limited jurisdiction. However, the DGA may still claim a fair compensation (billijke vergoeding) if the dismissal is manifestly unreasonable.
• DGA and unemployment (WW): A DGA who is also a majority shareholder (holding ≥50% of shares) is generally not entitled to WW (unemployment) benefits if the BV ceases operations — because the DGA is considered to have caused the unemployment. Minority-shareholder DGAs may be entitled to WW if they are dismissed as directors and meet the other WW requirements (26 weeks of work in the last 36 weeks).

Exit Strategies

• Selling the BV (share sale): A third-party sale of the DGA's shares triggers box 2 tax at 24.5–31% on the capital gain (sale price minus cost basis). The buyer may require warranty and indemnity insurance. The BV may also issue a special dividend before the sale to reduce retained earnings (and the sale price) — the dividend is taxed at box 2 rates, but the gain on the share sale is correspondingly lower.
• Business transfer (inbreng in BV — exit): If the DGA's eenmanszaak was previously transferred into a BV (geruisloze inbreng), the DGA will have fiscal claim rights (fiscale claim) on the BV. Selling the BV extinguishes these claims — the hidden reserves are taxed at the time of exit.
• Emigration — exit tax: A DGA who emigrates from the Netherlands is subject to exit tax (conservatoire aanslag) on the unrealised capital gain on the BV shares. Payment can be deferred until actual sale or for 10 years. Returning to the Netherlands within the deferral period reverses the exit tax. See our Cross-Border Tax Guide → for details.
• Estate planning: The DGA can transfer shares to the next generation using the bedrijfsopvolgingsregeling (BOR) — the business succession exemption under inheritance tax (successiewet). The BOR provides an exemption of up to 100–83% of the business value for inheritance/gift tax purposes, subject to the donee continuing the business for 5 years. BV shares held by the DGA qualify if the BV is an operating company (not a passive holding company). Professional advice is essential for BOR planning.

For corporate tax on the BV and the participation exemption, see our Corporate Tax Guide →. For personal tax and the box 2 rate structure, see our Personal Tax Guide →. For starting the BV, see our Starting a Business Guide →. For board member fees and directors' remuneration, see our Board Member and Directors' Fees Guide →.