using a holdings BV for consulting (as a non-Dutch founder)

When I set up my BV (Dutch equivalent of a limited company), it was purely for holding equity in Dembrane. Standard structure: holdings BV owns 7% of the operating company. Clean separation.

Then I started generating consulting revenue through TangerineTech, my side practice serving US and Indian clients. I was running that through an Indian sole proprietorship while living in the Netherlands. As an NRI (Non-Resident Indian), this was getting messy fast: FEMA compliance issues, tax treaty complications, money flowing through the wrong jurisdictions.

Fix was simpler than expected: route all consulting through the BV I already had.

why it works

My BV’s articles of association (the “statuten”) included broad purpose clauses. Article 2.1 covered managing and advising companies, intellectual property licensing, general investment activities, and “all other acts in commercial, financial and industrial areas.” Standard boilerplate for Dutch BVs. Consulting was already within scope. No statute amendments needed.

The practical steps:

1. Update KVK (Chamber of Commerce) registration to add “zakelijke dienstverlening” (business services) as an activity. Free, takes 10 minutes online
2. Get a business bank account for the BV
3. Start invoicing clients from the BV instead of the Indian entity

No minimum number of clients required. One or fifty.

the structure now

Monthly income flows through two channels: 2,800 EUR from Dembrane as my CTO salary (goes to personal account, keeps the work permit clean), and consulting revenue from US clients goes to the BV account. I pay myself from the BV through salary or dividends, whichever is more tax-efficient. My accountant helps determine that.

The Indian sole prop gets closed entirely. US clients don’t care whether they’re paying a Dutch entity or an Indian one. They just need a valid invoice and a bank account to wire to. Indian clients are trickier (TDS withholding, PAN requirements for the BV), but the revenue split made it simple: US clients are the majority, so we route everything through the BV and phase out the Indian billing structure.

what I wish I’d known earlier

If you’re a foreign founder in the Netherlands and you already have a BV for holding equity, you very likely already have the legal structure needed for consulting. The purpose clauses are typically written broadly enough. Check your statuten before assuming you need a separate entity.

Also: your employment contract matters. Mine says I can’t freelance in the “same field.” But general IT consulting for US clients isn’t the same field as democratic technology for EU public sector. Check yours. Most Dutch employment contracts are more permissive than you’d expect.

The holdings BV + consulting setup is common in the Netherlands. It’s called a “persoonlijke houdstermaatschappij” (personal holding company). Standard pattern for technical founders who want to hold equity and generate consulting income through a single corporate structure. Your accountant will know exactly how to set this up.