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  3. Box 2 tax and dividend guide Netherlands 2025

Box 2 tax and dividend guide Netherlands 2025

Complete guide to Box 2 taxation for BV owners and DGAs. Learn about dividend tax, salary requirements, holding structures, and optimization strategies.

14 min read
4,200 words
Updated: 2025-12-18

Table of Contents

  1. 1.What is Box 2?
  2. 2.DGA Salary Requirements (Gebruikelijk Loon)
  3. 3.Dividend Tax & Withholding
  4. 4.Holding Company Structure
  5. 5.BV Loans (Debt to Shareholder)
  6. 6.Box 2 Optimization Strategies
  7. 7.Exit & Liquidation Planning
  8. 8.BV vs ZZP Comparison

1.What is Box 2?

Lower bracket up to

€67,804

Lower bracket rate

24.5%

Higher bracket rate

31.0%

Dividend withholding

15.0%

Credited against Box 2 in most cases

Box 2 (Aanmerkelijk Belang) taxes income from substantial shareholdings in Dutch private companies (BVs).

You have a substantial interest if you (alone or with partner) own:

Who Pays Box 2 Tax

  • 5% or more of shares, OR
  • 5% or more of profit rights, OR
  • 5% or more of voting rights

2025 Box 2 Rates:

BracketIncomeRate
Bracket 1Up to €67,80424.5%
Bracket 2Above €67,80431%

What's Taxed in Box 2

  • Dividends from your BV
  • Capital gains when selling shares
  • Deemed dividend on emigration
  • Liquidation distributions

Not in Box 2

  • Salary from your BV (Box 1)
  • Pension from your BV (Box 1)
  • Management fees to holding BV (BV profit)

Quick Summary

  • Box 2 applies when you (and/or your fiscal partner) hold 5%+ of shares or profit rights (aanmerkelijk belang).
  • Two brackets in 2025: 24.5% up to €67,804, then 31.0%.
  • Dividend withholding is typically 15.0% and is usually credited in your income tax return.
  • Dividend planning often means timing across years to use more of the lower bracket.
Use the Box 2 calculator

Calculate Box 2 tax on dividends

Estimate your Box 2 tax and see the bracket effect for your dividend amount.

Open Box 2 calculator

2.DGA Salary Requirements (Gebruikelijk Loon)

Directors-major shareholders (DGA) must take a minimum salary from their BV.

2025 Minimum Salary

  • Standard minimum: €56,000 per year
  • Or 75% of comparable employee salary
  • Whichever is higher

When Lower Salary Allowed

  • Startup phase (first 3 years)
  • Structural losses in BV
  • Revenue significantly below salary norm
  • Part-time DGA arrangement

When Higher Salary Required

  • Similar employees earn more
  • Comparable market salary is higher
  • Tax Authority can adjust retrospectively

Salary vs Dividend: Choosing between salary and dividend is key to optimization:

MethodTax Impact
Salary €56,000~37.48% income tax
Dividend €56,00019% corporate + 24.5% Box 2 = ~39%

Strategic Considerations

  • Salary builds pension/social security rights
  • Dividend is flexible timing
  • Salary deductible from BV profit
  • Salary generates arbeidskorting

Documentation

  • Document salary in board resolution
  • Keep records of salary basis
  • Update for changed circumstances

Practical Tips

As a DGA, you must pay yourself a 'customary salary' (at least €51,000 in 2025). Strategic planning can optimize your total tax burden.

Action Steps

  • 1.Minimum salary 2025: €51,000 (or 75% of comparable position)
  • 2.Lower salary possible with written justification
  • 3.Higher profits? Consider higher salary vs dividend split
  • 4.Salary is Box 1 (max 49.5%), dividend is Box 2 (24.5-31%)
  • 5.Pension contributions from BV reduce taxable salary
  • 6.Too low = Belastingdienst correction + penalties

3.Dividend Tax & Withholding

Dividend withholding

15.0%

Lower bracket up to

€67,804

Dividends from your BV are subject to both withholding tax and Box 2 tax.

Dividend Withholding Tax

  • Rate: 15%
  • Withheld by BV when dividend paid
  • Creditable against Box 2 tax liability
  • Filed quarterly by BV

Box 2 Tax on Dividends

  • Net dividend taxed in your annual return
  • Withholding tax credited against Box 2 due
  • Effectively: You only pay the Box 2 rate

Dividend: €100,000

Example

  • BV withholds: 15% = €15,000
  • You receive: €85,000
  • Box 2 due: First €67,804 at 24.5% = €16,614, remaining at 31% = €9,981
  • Total Box 2: €26,595
  • Credit: €15,000 withholding
  • Tax return due: €11,595

Timing Dividends

  • Spread over years to stay in lower bracket
  • Consider partner's Box 2 position
  • Year-end dividend vs next year

Reserves

  • Dividends from retained earnings
  • Share premium repayment (tax-free up to paid-in capital)
  • Agio (share premium) has special rules

Practical Tips

Box 2 has two brackets: 24.5% up to €67,804 and 31% above. Plan dividend payouts to stay in the lower bracket.

Action Steps

  • 1.Take dividend up to €67,804 at 24.5% rate
  • 2.Above €67,804 is taxed at 31%
  • 3.Fiscal partners share one €67,804 threshold
  • 4.Spread large distributions over multiple years
  • 5.Leave profits in BV if you don't need the cash
  • 6.BV profits taxed at only 19% until distributed

4.Holding Company Structure

A holding BV can provide tax benefits and asset protection.

Basic Structure: ``` [You] → [Holding BV] → [Operating BV] ```

Benefits:

1. Participation Exemption:

  • Dividends from subsidiary to holding: Tax-free
  • Capital gains on sale of subsidiary: Tax-free
  • Allows profit accumulation at holding level

2. Asset Protection:

  • Business risks in operating BV
  • Assets protected in holding BV
  • Separate liability structures

3. Flexibility:

  • Cash pooling between BVs
  • Easier to sell operating BV
  • Multiple operating companies possible

When Worth It

  • Business value above €100,000+
  • Planning to sell business eventually
  • Want to protect personal assets
  • Multiple business activities

Costs

  • Extra BV: €2,000-4,000 setup
  • Annual administration: €1,000-2,500
  • More complex accounting

Creating Holding Retrospectively

  • Legal merger or share swap
  • Can be tax-neutral with proper structuring
  • Professional advice essential

5.BV Loans (Debt to Shareholder)

DGAs can borrow from their BV, but with strict rules.

2024+ Loan Limits

  • Maximum debt to BV: €500,000 (excluding mortgage on own home)
  • Excess above €500,000: Deemed dividend
  • Partner's debts counted together

Qualifying Loans

  • Business purpose loans
  • Home purchase loans (own residence)
  • Market interest rate required
  • Written loan agreement mandatory

Interest Requirements

  • At least market rate (currently ~4-6%)
  • Below-market rate: Taxable benefit
  • Interest income taxable at BV level

Documentation

  • Board resolution approving loan
  • Written loan agreement
  • Repayment schedule
  • Interest payment records

Loans for your primary residence are partially exempt:

Own Home Loan Exception

  • Market interest required
  • Must be annuity or linear repayment
  • Mortgage interest remains deductible in Box 1
  • Not counted toward €500,000 limit

Consequences of Over-Borrowing

  • Excess treated as dividend
  • Withholding tax due immediately
  • Box 2 tax on your return
  • Interest on outstanding tax

Annual Review

  • Review loan balance December 31st
  • Ensure compliance with €500,000 limit
  • Repay excess before year-end if needed

Practical Tips

Loans from your own BV above €700,000 are treated as dividend and immediately taxed in Box 2. This is an anti-avoidance rule.

Action Steps

  • 1.Keep personal loans from BV below €700,000
  • 2.Mortgage for your home is exempt from this rule
  • 3.Above €700k: immediate 26.9% Box 2 tax on excess
  • 4.Plan dividend distributions instead of large loans
  • 5.Review your current loan position with the BV
  • 6.Consider converting loans to dividend or repaying

6.Box 2 Optimization Strategies

Lower bracket up to

€67,804

Consider spreading dividends across years

Legal strategies to optimize your Box 2 tax position.

Strategy 1: Bracket Management

  • Keep annual dividends under €67,804
  • Pay 24.5% instead of 31%
  • Spread large withdrawals over multiple years

Strategy 2: Pension in BV

  • Build pension within holding BV
  • Reduces taxable Box 2 on exit
  • Pension payouts taxed in Box 1 later
  • Must meet pension regulations

Strategy 3: Partner Allocation

  • Both partners own shares: Double €67,804 bracket
  • Requires genuine co-ownership
  • Marriage/partnership asset rules apply

Strategy 4: Loan from BV

  • DGA loans up to €500,000 from BV
  • Interest must be at market rate
  • No immediate Box 2 tax
  • Repayment required per terms

Warning: 2023 DGA Loan Rules

New rules limit DGA loans:

  • Maximum: €500,000 from 2024
  • Excess treated as dividend
  • Existing loans grandfathered with conditions

Strategy 5: Emigration Planning

  • Exit tax: Box 2 tax on deemed disposal
  • 10-year deferral possible (with guarantees)
  • Treaty implications vary by country
  • Professional planning essential

Dividend tax example (with withholding credit)

Scenario: Dividend payout of €50,000 in 2025
Gross dividend
€50,000
Withholding (15.0%)
-€7,500
Box 2 tax (24.5% in lower bracket)
€12,250

Before paying dividends

  • Dividend decision / shareholder resolution
  • Balance sheet / annual accounts supporting solvency test
  • Updated shareholder register
  • Dividend withholding calculation and payment proof

For your annual tax return

  • Dividend statements and withholding proof
  • Documentation on share ownership (5% test)
  • Any BV loan agreements (if applicable)

7.Exit & Liquidation Planning

Planning for selling your BV or winding down requires careful tax consideration.

Sale of Shares

  • Capital gain taxed in Box 2
  • First €67,804 at 24.5%, excess at 31%
  • Earn-out arrangements: Tax when received

With holding BV:

Holding Structure Benefit

  • Operating BV sold to buyer
  • Gain received by holding BV
  • Participation exemption: Tax-free at holding level
  • Extract at your own pace later

Without holding:

  • You pay full Box 2 tax immediately
  • No deferral possible
  • Potentially higher bracket

If closing BV:

Liquidation

  • Liquidation distribution taxed in Box 2
  • Includes retained earnings
  • Share premium repayable tax-free (up to paid-in capital)
  • Reserves fully taxable

Leaving Netherlands:

Emigration

  • Exit tax: Deemed disposal at market value
  • Box 2 tax due on unrealized gain
  • 10-year payment deferral (with bank guarantee)
  • Treaty may affect treatment

Timing Considerations

  • Spread liquidation over years
  • Use both partners' Box 2 brackets
  • Consider pension obligations first
  • Clear all DGA loans before liquidation

8.BV vs ZZP Comparison

Choosing between ZZP (sole proprietorship) and BV depends on profit level and circumstances.

Tax Comparison (simplified):

ProfitZZP TaxBV Tax (salary €56k + dividend)
€60,000~€8,500~€10,500
€100,000~€26,000~€23,000
€150,000~€51,000~€37,000
€200,000~€76,000~€50,000

ZZP Advantages

  • Zelfstandigenaftrek (€2,470)
  • MKB-winstvrijstelling (12.7%)
  • Simple administration
  • Direct access to profits
  • No minimum salary requirement

BV Advantages

  • Lower corporate tax rate (19%/25.8%)
  • Limited liability
  • Pension building possibilities
  • Holding structure option
  • Better for sale/succession

Break-Even Point

  • Generally €100,000-150,000 profit
  • Depends on personal circumstances
  • Factor in admin costs (€2,000-5,000/year extra)

When to Convert

  • Consistently above €100,000 profit
  • Liability concerns
  • Want to accumulate wealth in company
  • Planning eventual sale
  • Multiple shareholders

Conversion Process

  • Establish BV
  • Transfer business assets
  • Can be tax-neutral with proper structuring
  • Professional advice recommended

Calculate It Yourself

Use our free calculators to calculate your personal situation:

Box2Wealth Business

Related Guides

Box 3 Wealth Tax Guide
Fiscal Partner Optimization Guide

Frequently Asked Questions

Official Sources

Information verified with government websites

  • Tax Administration - Substantial Interest (Box 2)

    Official rules for Box 2 taxation on dividends and capital gains

    www.belastingdienst.nl
  • Tax Administration - Dividend Tax

    Dividend withholding tax rules and filing obligations

    www.belastingdienst.nl
  • Tax Administration - Customary Salary (Gebruikelijk loon)

    DGA salary rules and when the Tax Authority can adjust it

    www.belastingdienst.nl

Disclaimer

This guide is intended for general informational purposes and does not constitute personal tax advice. Please consult a tax advisor for advice on your specific situation.

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