Many foreign entrepreneurs fund their Dutch BV partly with equity and partly with a loan from the shareholders. It is flexible, it is common, and it is perfectly legitimate. But the terms of that loan matter, as a recent ruling of the Amsterdam Court of Appeal shows.
The case: 8% interest, no security
A Dutch BV was set up in 2015 to invest in an office building. In 2016 it bought a building for around EUR 29 million, funded partly with equity and partly with a loan from its shareholders, who were based in Israel. The loan carried 8% interest and no security was provided.
In earlier proceedings on corporate income tax, the same court had already held that this shareholder loan was not on arm's-length terms. The Dutch tax authorities then also issued dividend withholding tax assessments.
In its decision of 11 August 2026 (ECLI:NL:GHAMS:2026:2794), published in October, the court held that:
the 8% rate was unreasonably high for this loan;
the excess interest qualified as a disguised profit distribution to the shareholders;
disguised distributions fall within the scope of Dutch dividend withholding tax, and the BV, as withholding agent, was the party assessed;
penalties were upheld, albeit reduced.
Source: TaxLive / V-N Vandaag, 19 October 2026.
Why this matters for foreign shareholders
The lesson is not that shareholder loans are risky. It is that every term of the loan should be one an independent lender could also have agreed to. If the interest is too high, the Dutch tax authorities may treat part of it as a dividend. That can mean a lower interest deduction for the BV, dividend withholding tax on the excess and, in serious cases, penalties.
For foreign shareholders this is particularly relevant. Interest paid abroad and dividends paid abroad are often treated very differently, both in the Netherlands and in the shareholder's home country.
A practical checklist
Before a shareholder loan is advanced, we recommend that the following is in place:
A written loan agreement. Amount, interest, term, repayment schedule, security and ranking should be recorded clearly, in English if needed.
Substantiated terms. The interest rate and other terms should be benchmarked and documented by a tax adviser, taking into account the BV's risk profile and the absence or presence of security.
Proper corporate approvals. The board of the BV should resolve to enter into the loan. Where the lender is also a director, the Dutch rules on conflicts of interest must be observed, and the articles may require shareholder approval.
A clear choice between loan and equity. A Dutch BV has no minimum capital requirement, but adequate equity remains important for banks, landlords and credit ratings. Some financiers will also ask for the shareholder loan to be subordinated.
Periodic review. Market rates change. A loan that was at arm's length when agreed may need to be reviewed when it is extended or amended.
How Corpexser can help
Corpexser drafts the loan documentation and corporate resolutions for Dutch BVs and coordinates with your tax adviser, so that the legal and tax sides are aligned from the start. As your single point of contact, we make sure the notary, tax adviser and bank work from the same set of documents.
Planning to fund a Dutch BV, or reviewing an existing shareholder loan? talk to us info@corpexser.nl.
This article provides general information only and does not constitute legal or tax advice. Always have the tax aspects of a shareholder loan assessed by a qualified tax adviser. Status as of 9 November 2026.
