the Netherlands
Ukraine
Ukrainian law puts no condition on your nationality or residence, so a Dutch holder can own 100% of a Ukrainian company from the Netherlands, without a permit and without a visit.
The Netherlands is the one origin here where the reason to be involved is structural rather than operational: the participation exemption, which exempts dividends and capital gains from a qualifying subsidiary. Which makes one detail matter more than anything else on this page, and almost nobody has written it down. The exemption's subject-to-tax test is set at 10%. Ukraine's Diia City regime charges 9%.
Key facts for Dutch holders
| Question | Answer |
|---|---|
| Can a Dutch resident own a Ukrainian company? | Yes, 100%, individual or through a BV |
| Ukrainian permit needed to own? | No |
| Ukrainian permit needed to be director? | Yes, a work permit |
| Ukrainian corporate tax | 18%, or 9% on distributed profit under Diia City |
| Withholding on dividends to the Netherlands | 15% domestic, 0% or 5% under the treaty |
| Dutch exposure | The participation exemption, and its conditions |
The real reason Dutch holders do this
Two quite different reasons, and it is worth knowing which one you are.
- As a holding jurisdiction. A Dutch BV holding a Ukrainian operating subsidiary, with dividends and eventual sale proceeds sheltered by the participation exemption and a treaty that can bring Ukrainian withholding to zero on some dividends.
- As an operator. Agri-commodities, logistics, horticulture and food processing are genuine Netherlands-Ukraine corridors, and those need an entity that trades rather than one that holds.
The tax analysis below is the same either way. The substance analysis is not, and that difference is where structures fail.
Entity or EOR? Settle this first
| Employer of record | Your own Ukrainian entity | |
|---|---|---|
| Time to first hire | Days | Weeks, plus banking |
| Can sign Ukrainian contracts | No | Yes |
| Can hold Ukrainian assets or IP | No | Yes |
| Diia City access | No | Yes, if you qualify |
| Participation exemption relevance | None, there is no participation | Yes |
| Cost shape | Per employee, per month | Setup, then a fixed annual base |
If your objective is holding rather than hiring, this table does not apply to you: an employer of record is not an alternative to a participation.
Can a Dutch resident legally own a Ukrainian company?
Yes, with no restriction on either side. The Dutch question is not whether you may hold it, but whether the holding qualifies for the exemption that makes the structure worth building.
The money rules: the participation exemption, and the 10% line
The participation exemption exempts dividends and capital gains from a qualifying subsidiary from Dutch corporate income tax. It applies where the Dutch taxpayer holds at least 5% of the nominal paid-in capital and the subsidiary is engaged in operational activities and/or effectively subject to corporate income tax at a rate of at least 10%.
Read the test carefully, because the wording matters:
- On the general 18% regime, a Ukrainian subsidiary clears the subject-to-tax limb comfortably. This is the straightforward case.
- Under Diia City, the rate is 9%, one point below the line, and in a year where profit is reinvested and nothing is distributed the tax actually borne is lower still.
- The operational activities limb may still carry the holding. The condition is phrased as operational activities and/or the subject-to-tax test, so a genuinely operating Ukrainian subsidiary is not automatically disqualified by its rate.
That last point is why this is a question for a Dutch adviser rather than a rule to apply from a guide. What is not in doubt is that electing Diia City changes a Dutch analysis that would otherwise be routine, and it should be modelled before the election rather than discovered at the first dividend.
The Ukraine-Netherlands treaty, in numbers
| Payment from Ukraine to the Netherlands | Ukrainian domestic rate | Treaty rate |
|---|---|---|
| Dividends, non-portfolio holding | 15% | 5% |
| Dividends, portfolio holding | 15% | 0% or 15% |
| Interest | 15% | 5% |
| Royalties | 15% | 5% or 10% |
The Netherlands is the only origin here where a portfolio dividend can reach zero rather than paying the full 15%. That is unusual, it applies in defined cases only, and it is worth reading against your actual shareholding rather than assuming.
Three conditions decide whether you get any treaty rate: a Dutch residence certificate in the Ukrainian payer's hands before the payment, a shareholding at the relevant level, and correct classification of the income. Boundaries in Ukraine withholding tax for non-residents.
The remote setup path from the Netherlands
- Check the name in the Unified State Register and fix the holding structure first.
- Get a Ukrainian tax number (RNOKPP) for every Dutch individual who will be founder, director or beneficial owner. Free, three business days, obtainable by proxy.
- Apostille in the Netherlands and translate into Ukrainian, with the translator's signature notarised. A BV founder adds an apostilled KvK extract and its statuten.
- Draft the charter and the founders' decision. Not the free model charter if someone else will hold the signature.
- File offline. Diia is closed to foreign founders, so a representative lodges the file.
- Fund at least 5% of the nominal paid-in capital through the BV if the participation exemption is the point, and fund it within six months.
- Registration inside 24 hours by statute, with no state fee.
Full sequence in how to register a company in Ukraine.
Substance, and why a pure holding is the exposed case
A Dutch BV holding a Ukrainian operating company with real staff and real customers is a normal structure. A Dutch BV holding a Ukrainian company that does very little, in order to route something, is the case every anti-abuse rule in the chain is built for.
- Ukraine tests beneficial ownership where the treaty requires it, and agents, nominees and intermediaries do not qualify.
- The principal purpose test applies through the multilateral instrument, so an arrangement whose main purpose is the treaty benefit can lose it.
- Ukraine can recharacterise mispriced payments to related non-residents as dividends taxed at 15%.
- Dutch substance requirements apply to the BV itself, not only to the Ukrainian subsidiary.
When Ukraine makes sense from the Netherlands, and when it does not
| Situation | Verdict |
|---|---|
| A BV holding a genuine Ukrainian operating subsidiary | Strong, and the exemption is the reason |
| Agri-commodities, logistics, horticulture or food processing | Strong, real corridor |
| Hiring Ukrainian engineers under Diia City | Possible, but model the Dutch position first |
| A holding company over a company that does little | No. This is what the anti-abuse rules exist for |
| Reducing Dutch tax without an underlying business | No |
Common mistakes from the Netherlands
- Electing Diia City without modelling the participation exemption. Nine percent against a 10% line is the single most consequential detail on this page.
- Holding below 5% of nominal paid-in capital. The exemption starts there, and a token stake does not qualify.
- Assuming the zero portfolio dividend rate is general. It applies in defined cases only.
- Building a holding over an empty subsidiary. Beneficial ownership and the principal purpose test both bite.
- Requesting the residence certificate after the dividend. Ukrainian relief is applied at payment.
- Naming yourself director in the incorporation documents. Without a work permit the filing fails.
The bottom line, and how CorpSec helps
For a Dutch holder, Ukraine works when the subsidiary genuinely operates: the participation exemption shelters dividends and gains, the treaty brings Ukrainian withholding down to 5% and in defined cases to zero, and the structure is ordinary rather than aggressive.
The one detail to take away is the arithmetic nobody publishes. The exemption's subject-to-tax test is 10%, and Diia City charges 9%. The operational activities limb may still carry the holding, but that is a Dutch opinion to obtain, not an assumption to make.
CorpSec sets up Ukrainian companies for Dutch holders end to end, remotely, with the tax number, a drafted charter, an interim director, registration and banking introductions, alongside your Dutch adviser.
Frequently asked questions
Can a Dutch company own a Ukrainian subsidiary?
Yes, 100%, with no Ukrainian permit and no visit required for ownership. The requirements are a Ukrainian tax number for the individuals involved, apostilled and translated corporate documents, and a power of attorney if you are not filing in person.
Does the participation exemption apply to a Ukrainian subsidiary?
It applies where the Dutch taxpayer holds at least 5% of the nominal paid-in capital and the subsidiary is engaged in operational activities and/or is effectively subject to corporate income tax of at least 10%. A Ukrainian subsidiary on the general 18% regime clears the subject-to-tax limb comfortably.
What happens to the exemption if we elect Diia City?
Diia City charges 9% on distributed profit, one point below the 10% subject-to-tax line, and less again in years where nothing is distributed. The operational activities limb may still carry the holding, but this is precisely the point on which to obtain a Dutch opinion before electing.
What is the minimum shareholding?
At least 5% of the nominal paid-in capital of the subsidiary. Below that the exemption does not apply, whatever the subsidiary's tax position.
What is the withholding tax on dividends from Ukraine to the Netherlands?
15% domestically, reduced to 5% under the treaty for a qualifying non-portfolio holding. The treaty also provides for 0% on portfolio dividends in defined cases, which is unusual across Ukraine's network.
Is a Dutch holding over a Ukrainian company an aggressive structure?
Not where the Ukrainian company genuinely operates. It becomes exposed where the subsidiary does little and the structure exists to route income, because Ukraine tests beneficial ownership and applies the principal purpose test through the multilateral instrument.
Can I be the director of my Ukrainian company?
Not without a Ukrainian work permit, and the permit is applied for by the company once it exists. Most foreign holders appoint a resident director at incorporation and replace them three to five months later.
Do I need to travel to Ukraine?
No. A representative acting under a power of attorney notarised in the Netherlands and apostilled can complete the process.
Which Dutch sectors actually operate in Ukraine?
Agri-commodities, logistics, horticulture and food processing are the established corridors, alongside holding structures over Ukrainian operating companies.
Can I take profit out of Ukraine freely?
Dividends move within EUR 1 million per calendar month, once the company has traded a year and you have held the shares six months. Trade payments in both directions are largely unrestricted.
Sources
- Belastingdienst: the participation exemption (deelnemingsvrijstelling) and its conditions
- PwC Worldwide Tax Summaries: Netherlands income determination and the participation exemption
- PwC Worldwide Tax Summaries: Ukraine withholding taxes and the Ukraine-Netherlands treaty rates
The participation exemption applies where the Dutch taxpayer holds at least 5% of the nominal paid-in capital of the subsidiary and the subsidiary is engaged in operational activities and/or is effectively subject to corporate income tax at a rate of at least 10%. That is the standard formulation of the test, and applying it to a Ukrainian subsidiary, in particular one electing the Diia City regime, requires Dutch advice: the operational activities limb and the subject-to-tax limb interact, and the analysis is fact specific. Nothing here asserts that a Diia City subsidiary does or does not qualify. Ukrainian rates reflect the Tax Code of Ukraine as of September 2026 and treaty rates are drawn from the Ukraine-Netherlands treaty as amended. This is not Dutch or Ukrainian tax advice.