What is DGA (Directeur-Grootaandeelhouder)?
A DGA (Directeur-Grootaandeelhouder) is a company director who holds a substantial interest of at least 5% in that company's shares. Most Dutch BV founders are DGAs. The DGA must receive a customary wage (gebruikelijk loon) from the BV of at least EUR 56,000 per year in 2025, ensuring wage tax is paid before profits are distributed as dividends.
Current Rate (Calendar year)
DGA salary subject to Box 1 income tax (up to 49.50%); dividends subject to Box 2 (24.5%/31%)
Example
A BV founder owns 100% of her BV. She is a DGA. She takes a EUR 56,000 salary (minimum required), pays Box 1 income tax on this. The remaining EUR 80,000 BV profit can be distributed as dividend, taxed in her Box 2 at 24.5% on the first EUR 67,804.
How DGA (Directeur-Grootaandeelhouder) works in Netherlands
The DGA (Directeur-Grootaandeelhouder) is one of the most important and complex tax subjects in Dutch law. Understanding the DGA position is essential for anyone running a BV in the Netherlands.
**Who is a DGA?**
A DGA is a person who: 1. Is a director (bestuurder) of a company, AND 2. Holds a substantial interest (aanmerkelijk belang) of at least 5% of the shares in that same company
These two conditions must both be met. A pure shareholder without directorship is not a DGA for wage tax purposes (though still subject to Box 2 for dividends). Most Dutch BV founders are both directors and majority shareholders, making them DGAs.
**The gebruikelijk loon (customary wage) rule**
The DGA must receive a salary from their BV that is at least the highest of: - EUR 56,000 per year (the 2025 statutory minimum) - 75% of the salary of the most comparable employee in the company or group - The salary of the highest-paid employee in the company
This rule exists to prevent DGAs from extracting all profits as dividends (taxed at 24.5%/31% Box 2) while paying no wage tax on labour income. The wage tax (loonheffing) on the gebruikelijk loon is the primary way the Dutch government ensures DGAs contribute to the social security and income tax system.
**Employment insurance exclusion**
DGAs are NOT considered employees for Dutch employee insurance purposes. This means: - No unemployment benefit (WW) entitlement if the BV closes down - No income protection insurance (WIA) coverage for work disability - DGAs can voluntarily insure themselves via commercial AOV (arbeidsongeschiktheidsverzekering) policies
This exclusion is a significant risk factor for DGAs and one reason many choose to maintain a personal holding BV structure.
**Dividend extraction**
Beyond the minimum DGA salary, profits remaining in the BV can be distributed as dividend. Dividends flow from the operating BV to the shareholder, subject to: 1. 15% dividend withholding tax (dividendbelasting) withheld by the BV on payment 2. Box 2 tax on the shareholder's personal income tax return at 24.5% up to EUR 67,804 and 31% above
The 15% withholding is credited against the Box 2 liability, so there is no double taxation.
**Personal holding structure**
Many DGAs interpose a personal holding BV (persoonlijke holding) between themselves and the operating BV. Dividends from the operating BV to the holding BV are exempt from Dutch dividend withholding under the participation exemption. This allows profit to accumulate in the holding BV before the DGA personally takes the money, providing flexibility on timing and rate.
Related terms
The gebruikelijk loon is the minimum salary a DGA must pay themselves from their own BV. For 2025, the statutory minimum is EUR 56,000 per year. It must equal the highest of this floor, 75% of the most comparable employment, or the salary of the highest-paid employee in the company. Underpaying triggers retrospective wage tax and penalties.
Box 2 is the Dutch income tax category for substantial interest income. It applies when a person holds at least 5% of the shares in a company. Dividends and capital gains from those shares are taxed at 24.5% on the first EUR 67,804 per person and 31% above that (2025). The threshold is per individual, not per company.
A Besloten Vennootschap (BV) is a Dutch private limited company, the most common corporate structure for entrepreneurs, SMEs, and foreign investors setting up in the Netherlands. Since the 2012 Flex-BV law, minimum share capital is EUR 0.01. The BV is a separate legal entity; its shareholders have limited liability. Shares are not publicly tradeable.
Vennootschapsbelasting (VPB) is Dutch corporate income tax. The rate is 19% on the first EUR 200,000 of taxable profit and 25.8% above that threshold. BVs, NVs, and most other Dutch legal entities are subject to VPB. The annual return (aangifte vpb) is filed with the Belastingdienst within 5 months of the financial year-end.
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