DGA Rules (Director-Major Shareholder) in the Netherlands

Key Takeaways

A DGA (directeur-grootaandeelhouder) is a director who holds, directly or indirectly, 5% or more of the shares in a BV.
As a DGA, you must pay yourself a minimum salary (gebruikelijk loon) — you cannot take all profits as dividends.
The default gebruikelijk loon is €56,000 per year (2026) but may be higher depending on your industry and revenue.
DGA dividends are taxed at 26.9% in Box 2 (income from substantial interest).
The DGA occupies a unique position — partly employee, partly entrepreneur — with its own set of tax rules.

What Is a DGA?

DGA

You are a DGA if you meet both conditions:

You are a director (bestuurder) of the BV — formally appointed in the articles of association or by the shareholders' meeting
You hold 5%+ of the shares — either directly, indirectly (through a holding BV), or together with your partner or close relatives

Common DGA Scenarios

Situation	DGA?
You own 100% of shares and are the sole director	Yes
You own 50% of shares and are one of two directors	Yes
You own 100% of shares through a holding BV and are director of the operating BV	Yes
Your spouse owns all shares, you are the director	Yes (shares of a fiscal partner count)
You own 3% of shares and are a director	No (below 5% threshold)
You own 30% of shares but are not a director	Not a DGA, but you have a substantial interest (Box 2 applies)

The DGA's Unique Tax Position

As a DGA, you exist in a unique space in Dutch tax law:

You are an employee of your BV — you receive a salary, the BV withholds payroll tax
You are also a shareholder — you receive dividends, which are taxed in Box 2
You are not an independent entrepreneur (ondernemer) — so you do not qualify for entrepreneur deductions (zelfstandigenaftrek, MKB-winstvrijstelling, etc.)
You are not covered by employee insurance schemes (WW, WIA, ZW) — you are explicitly excluded because you control your own dismissal

Good to know

Because the DGA controls both sides of the employment relationship (as director you hire yourself, as shareholder you can fire yourself), Dutch law treats you differently from regular employees. You have most of the obligations of an employer/employee relationship but fewer of the protections.

Mandatory Minimum Salary (Gebruikelijk Loon)

The most impactful DGA rule is the gebruikelijk loon (customary salary) requirement. You must pay yourself a salary that is "customary" for the work you do.

The minimum is €56,000 per year (2026), but the actual required salary may be higher. See our detailed article on Gebruikelijk Loon for the full rules and exceptions.

What You're Covered By

Volksverzekeringen (national insurance): AOW (old age pension), ANW (survivor's benefit), Wlz (long-term care) — YES, covered through your payroll tax
Zorgverzekeringswet (health insurance act) — YES, employer contribution applies

What You're NOT Covered By

WW (unemployment insurance) — NO. As a DGA, you cannot fire yourself and claim unemployment.
WIA/WAO (disability insurance) — NO. You must arrange your own disability coverage.
ZW (sick pay) — NO.

Warning

The exclusion from WW and WIA means you have no safety net if you become unable to work. Consider a private disability insurance (arbeidsongeschiktheidsverzekering, AOV). Costs vary from €200–€500/month depending on coverage and your profession.

Pension

As a DGA, you have several pension options:

1. External Pension (Most Common Since 2017)

Build pension through an external provider (insurance company or pension fund). Contributions are deductible for the BV and tax-free for you (within limits).

2. Individual Pension Products

Use individual pension products (lijfrente/jaarruimte) — contributions from your personal income are tax-deductible in Box 1.

3. Invest Through the Holding BV

Leave profits in the holding BV and invest them. When you retire, you take dividends (taxed at 26.9% in Box 2). This is not technically a "pension" but is how many DGAs build retirement wealth.

Good to know

Since July 1, 2017, DGAs can no longer accrue pension within their own BV (eigen beheer pensioen). Existing reserves had to be wound down by 2020. The only options now are external pension or private investment through the BV.

Loans from Your BV

The Belastingdienst closely monitors loans between the DGA and the BV. Since 2023, the Wet excessief lenen (Excessive Borrowing Act) imposes a limit:

If you (and your partner) borrow more than €500,000 from your BV, the excess is treated as a deemed dividend and taxed at 26.9% in Box 2
Exception: loans used to finance your own home (eigen woning) are excluded from this cap
The threshold is measured on December 31 of each year

Example: You have borrowed €700,000 from your BV, of which €300,000 is a mortgage on your home and €400,000 is a general-purpose loan.

Excluded from cap: €300,000 (own home)
Subject to cap: €400,000
Cap: €500,000
Excess: €0 (€400,000 < €500,000) → no deemed dividend

But if the general-purpose loan were €600,000:

Subject to cap: €600,000
Excess: €100,000 → taxed as deemed dividend at 26.9% = €26,900 tax

Transactions Between You and the BV

All transactions between you and your BV must be at arm's length — the same terms that would apply between unrelated parties.

This includes:

Rent — if you rent your home office to the BV, charge a market-rate rent
Car — if the BV provides you with a car, the private use addition (bijtelling) applies
Loans — charge a market interest rate
Services — if you provide services from another entity, charge market rates

Common Mistakes

Not paying gebruikelijk loon — The Belastingdienst actively audits DGA salaries. Paying too little triggers corrections plus penalties and interest.
Excessive borrowing from the BV — The €500,000 cap has real teeth. Monitor your loan balance.
Ignoring payroll obligations — Even though you are the only employee, you must run monthly payroll, withhold taxes, and file payroll returns.
No disability insurance — You have no WIA safety net. One accident or illness could leave you with no income.
Mixing personal and BV finances — Every transaction between you and the BV must be documented and at arm's length.