A Belastingdienst position on connected bodies shows why ownership, work, and payroll evidence must be read together in founder controlled structures.
A small BV can make a salary question look small. Two small BVs can make it look even smaller. That is often the comfort of the structure: one activity here, another activity there, each with limited time, limited revenue, and limited room for a director-major shareholder salary. That can turn a Dutch tax refund into a control-file question, not only a private tax calculation.
The economic route comes first
The Dutch tax administration has now put a clear governance signal around that comfort. In a knowledge group position published on 24 March 2026, the Belastingdienst considered a natural person who owns 100 percent of X BV and 100 percent of Y BV and works for both. Separately, the work for each BV would not justify remuneration above €5,000 under Article 12a of the Wet op de loonbelasting 1964. Taken together, the work would justify more.
The answer was yes: the two BVs are connected bodies for the customary wage rule. The €5,000 threshold is assessed jointly.
That is not only a technical point. It is a warning against a familiar founder habit: treating each company as a separate payroll island while the real business life is organised around one person.
The ownership map comes first
The customary wage rule exists because a director-major shareholder can influence the split between salary, profit, dividend, retained earnings, and other forms of extraction from the company. Dutch tax law does not leave that split entirely to private preference.
For 2026, the customary wage is at least the highest of three reference points: the wage for the most comparable employment, the wage of the highest paid employee at the company or a connected company, and €58,000. A lower amount can be used if it is made plausible that a lower wage is usual for the most comparable work.
The €5,000 threshold is not a separate pocket for every undertaking. Belastingdienst guidance states that it applies to the total work for all companies or cooperatives in which the person has a substantial interest.
Legal form is not the whole story
That is where the March position matters. The tax question starts with the ownership map. If the same natural person controls both BVs and works in both, the administration can read the structure from above, not only from the viewpoint of each separate company.
Picture a founder who runs a consulting BV and a software BV. The consulting BV invoices a few clients. The software BV is building a product and has little revenue. The founder spends mornings on clients, afternoons on product work, and evenings on sales calls. Each BV, seen alone, looks modest. The person, seen as a whole, is not modest at all. The salary question follows the person’s work and control, not only the legal boxes around the work.
Why this is governance, not only payroll
A knowledge group position is not a court judgment. Still, Belastingdienst says these positions are its policy and binding for inspectors and receivers. For an owner-managed BV, that gives the position practical weight. It shows founders how the inspector is expected to approach the issue.
The governance point is straightforward. A structure that creates several legal entities also creates a duty to explain why value, work, cost, and salary sit where they sit. Minutes, management agreements, time allocation, payroll choices, invoices, and annual accounts should tell one coherent story.
Many small companies do not fail here because they are aggressive. They fail because the structure grows faster than the explanation. One BV is started for a project. Another is added for a product, a risk separation, or a new partner route. Payroll stays where it was. The founder keeps doing whatever the business needs. After two years, the paperwork still describes a clean division that daily life no longer respects.
That gap is where tax exposure often enters. Not because every multi-BV structure is suspect. It is not. But because the founder’s actual work pattern may be clearer than the company’s formal story.
The boundary still matters
This does not mean every relationship can be aggregated without limit. The Hoge Raad drew boundaries in customary wage case law. In a 2014 judgment, it held that employees of a partnership were not automatically employees of a BV that was a partner in that partnership for Article 12a.
That boundary matters for calm reading. The March position is not a licence to treat everything as one taxable mass. It concerns a specific pattern: one natural person, 100 percent ownership of both BVs, work performed for both, and a threshold that only looks small when each company is viewed separately.
For founders, the lesson is discipline. If the companies are genuinely separate in activity, risk, people, and time, the records should show that. If they are separate only on paper, the customary wage discussion will likely move back to the person who controls and performs the work.
Evidence ages quickly
There is another reason this deserves attention in 2026. Wage assumptions age. CBS data show that hourly collective labour agreement wages including special payments were 4.4 percent higher year on year in April 2026. That figure does not calculate a DGA salary. It does remind us that old salary comparisons can go stale in a moving labour market.
Follow one revenue stream
A recent court signal points in the same direction. In an April 2026 judgment from the Court of Appeal in ’s-Hertogenbosch, Article 12a itself was not disputed. The problem was evidence. The taxpayer had not filed the income tax return, had not provided requested information, and did not make a lower customary wage plausible.
That is often how these issues become expensive. The amount matters, but the explanation matters first. A lower wage position is not just a number in payroll. It is a claim about comparable work, actual duties, company capacity, and the way the founder’s time is used. If that salary position later affects a Dutch tax refund, the file still has to carry the reasoning.
The practical question for the owner-manager
The owner-manager with more than one BV should be able to answer one plain question: if an outsider looked at the ownership, the work, and the money flows, would the salary position still make sense?
That outsider does not need to be hostile. It may be an accountant, a tax adviser, a bank, a buyer, or a tax inspector. The point is the same. The structure should not depend on everyone pretending that one working founder is several unrelated economic realities.
The salary decision also sits beside other extraction choices. Salary is taxed in box 1. Dividends and gains from a substantial interest belong in box 2. The BV pays corporate income tax on profit. Shareholder loans have their own businesslike conditions and, above the statutory threshold, can trigger box 2 consequences. These are separate rules, but in founder life they are connected decisions.
That is why I would not treat the Belastingdienst position as a narrow technical note. It is a reminder that governance starts before the tax return. It starts when the founder decides which company does what, who works where, how management fees are charged, where salary is processed, and how the evidence will look later.
The calm answer is not to flatten every structure into one company. The calm answer is to make the structure honest enough to survive being read as a whole.
For many small BV groups, the next useful step is modest: put the ownership chart, actual work allocation, payroll choice, management agreements, and salary reasoning next to each other. If they tell different stories, the weakness is already visible. Better to see it at the desk than during a question from the tax administration.
The Polder is written for readers who need the Dutch business environment translated into practical meaning. Corrections, source policy and editorial accountability are part of the publication record.
