Bookkeeping for your holding

A holding and an operating BV are two separate legal entities, and the administration follows that. Each has its own bank account, its own bookkeeping, its own VAT and corporate tax returns and its own annual accounts filed with the KVK. The fact that you own both changes nothing about that.

The good news is that a holding is usually a quiet administration. Often there are only a few bookings a month: the management fee it invoices, a handful of costs and the odd interest or dividend entry. The shares in your operating BV sit on the holding's balance sheet as a participation, and profit the operating BV distributes to the holding generally falls under the participation exemption. Whether a group has to consolidate depends on its size class, and most startups fall under the exemption for small groups.

So the work isn't in the volume. It's in the coherence: two administrations that have to tell the same story about the same transactions.

In most structures you don't work for the operating BV directly. Your holding does, and it invoices the operating BV a management fee for it. That single invoice creates entries in both administrations at the same time: revenue in the holding, a cost in the operating BV. VAT is in principle due on a management fee, unless there's a VAT fiscal unity between the companies.

Because it's one transaction with two sides, both administrations have to arrive at the same amount every month. If the holding books a fee the operating BV doesn't recognise, the two sets of books drift apart and it usually only surfaces at year-end, when someone has to reconstruct a year of intercompany entries.

As long as invoices between the two companies aren't settled in cash, a receivable builds up in one and a payable in the other. That's normal, and it needs to be watched: the two balances have to mirror each other exactly, and the position has to be recognisable rather than a residual nobody can explain.

In practice it goes wrong in small steps. A cost paid from the wrong account, a fee invoiced for eleven months instead of twelve, a private payment from the operating BV that actually belongs to the holding. Individually they're minor; after a year they're a puzzle, and around a funding round or a due diligence that puzzle is exactly what an investor's advisor pulls on first.

Keeping both administrations with one party is what prevents this: we book both sides of every intercompany transaction, so the positions match every month instead of once a year.

In a holding structure your salary usually comes from the holding: that's where you're on the payroll, and the operating BV pays for your work through the management fee. That makes the holding an employer, with a payroll administration, monthly payslips and a monthly payroll tax return.

The customary salary rule applies to a director-shareholder. Which amount is appropriate in your case, and which exceptions or transitional rules apply, is a tax question, and not one we answer: we run the payroll and file the returns. Payroll always costs 20 euros per employee per month, payslips and the payroll tax return included.

For a holding structure our work covers both administrations and the traffic between them, with one point of contact for both.

• Both administrations, kept in sync, each with its own bookkeeping and its own returns.
• The management fee and the current account booked correctly on both sides, reconciled every month.
• VAT and corporate tax returns for both companies.
• The full year-end close for both; formal annual accounts and the KVK filing as an optional add-on at an agreed fee.
• Payroll in the entity where you're employed, always at 20 euros per employee per month.
• One point of contact and one real-time dashboard across the structure.
• We don't advise: whether a holding fits your situation, how to structure it, what a fee should be, valuations and tax planning are not our work. Setting up a holding runs through a notary and an adviser; we take over once the structure exists.

Our prices are per entity, so per administration, based on that administration's invoice volume: the number of sales and purchase invoices we process for it per month. That matters in a holding structure, because the two administrations are rarely comparable in size. The operating BV has the customers, the suppliers and the staff; the holding often has little more than the management fee and a few costs.

So the sensible thing is a proposal for your specific structure rather than a fixed package price for 'a holding'. Book an intro call and you'll get one, with the volume per administration set out.

Almost all of them come from treating the structure as one company instead of two.

• A management fee that was agreed but never actually invoiced, so there's nothing in the books to support it.
• Forgetting the VAT on the management fee, which then has to be corrected across several periods.
• A current account that runs up for years without anyone recording what it consists of.
• Costs paid from the operating BV that belong to the holding, or the other way around.
• Forgetting that the holding also files returns and its own annual accounts, however few transactions it has.

A holding structure exists mainly for the moments when shares change hands. That's also when the administration is looked at hardest: an investor's advisor wants to see that the intercompany flows are documented, that the current account is explainable and that both sets of annual accounts have been filed.

You don't fix that in the weeks before a round. What you can do is keep both administrations current, so the answer is already there when the question comes.