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What is a management agreement?

The total price for this management agreement is €200,00 ex. vat. This amount will be invoiced once this form is completed.

The management contract regulates the relationship between a manager and a BV limited liability company. In practice this is often used in a so-called BV holding structure. In that case, there is a holding BV which holds part or all of the shares in an operating BV. The holding BV is owned by the natural person behind the company (the founder, UBO). The holding BV company performs management tasks for the operating BV. That relationship is laid down in a management agreement. The manager (the holding) sends invoices for its work to the operating BV.

FAQ about Management contract in the Netherlands

When do I need a management contract?

This agreement is mostly used in a holding structure, where the holding companies performs management activities for the operating company. This “manager” (the holding) does not receive a salary, but a management fee.  The company does not have to withhold wage taxes from the management fee. In practice, the holding BV that is the manager, will in turn employ its owner using an employment contract.

Can the managing director in a BV be paid a “management fee” rather than a salary and can this fee be untaxed (or not subject to employment tax)?

Usually what you would do in the case of a holding and an operating company is to have the operating bv ‘hire’ the holding bv for ‘management services’. The holding sends the operating bv an invoice (usually a monthly charge). This fee in itself is not subject to employment/income tax. However, this income in the holding could lead to a profit in the holding that is subject to corporate income tax. For this to work you do indeed need a management agreement. We can draft you one.
The main director/shareholder will take out a salary from the holding rather than from the operating company. The salary needs to be reasonable (if there is sufficient income in the holding, this should be reflected in the salary in the holding). I have written more on the major shareholder/director’s salary in our guide.

What else can I include in the management agreement?

Quite a lot of things. You can think of it as a sort of employment relationship, but without all the obligations and rights that come with official employment. So it is possible to include a wide range of provisions. For example, you can include agreements about confidentiality and you can agree that the manager may not be employed by a competitor after his work for the company. If the management contract is simply for your own use in your holding structure, these kinds of provisions are usually not necessary.