Two ways to buy
Every Dutch acquisition takes one of two forms. Many later steps depend on this choice.
Buying the shares. You buy the company itself, a Dutch BV (besloten vennootschap, the Dutch private limited company). You get everything in it: contracts, staff, history and any obligations from the past. The seller receives the price, and the company continues as before with a new owner.
Buying the assets. The company sells you its parts: the customer base, the stock, the equipment and the brand. The legal entity itself remains with the seller. You take over an operating business, its past stays with the seller, and the goodwill you pay for is depreciable for tax.
Buyers usually prefer assets and sellers prefer shares. Both sides take this into account when they negotiate the price. In both forms, the employees transfer with the business. Many international buyers are surprised by this rule.
The six steps
One: define the search. Decide on the sector, size, region and budget, and on what you bring yourself. You find businesses for sale through acquisition platforms, industry bodies and advisers. Many of the best businesses are sold privately, often by an owner who is close to retirement.
Two: first contact. You sign a confidentiality agreement and then receive the information memorandum, the presentation the seller makes of the business.
Three: valuation and offer. Small and medium-sized Dutch businesses (SMEs) are usually priced at a normalised profit times a sector multiple, adjusted for debt and excess cash. Normalised means that the owner's salary is set at market level, and private costs and one-off items are removed. Your first offer is indicative. It is an amount with conditions attached.
Four: the letter of intent. In this document, you and the seller agree the price or the price formula, the main conditions, exclusivity and the timeline. Put everything that is important to you in it before you sign. After signing, the balance in the negotiation changes.
Five: due diligence. You investigate whether everything you were told is true. You check the accounts, the tax position, the contracts, the staff and the permits. Based on the results, you adjust the price or the guarantees from the seller, or you decide to stop.
Six: contract and transfer. The purchase agreement contains the price, payment, guarantees and remedies. A share transfer requires a Dutch civil-law notary. An asset transfer is settled in the contract itself. Agree a handover period of three to twelve months in which the seller introduces you to customers, suppliers and staff.
The rule about employees
Under Dutch law, employees are protected in a business transfer. If you buy the shares, the employer remains the same legal entity. If you buy the assets of a business, or a self-standing part of it, the employees of that business transfer to you automatically. Their full package transfers too: salary, years of service, holiday rights and bonus arrangements.
Dismissal because of the transfer is prohibited. For a year after the transfer, the old and the new owner are jointly liable for obligations from before the transfer. In the Netherlands, the law rules out buying the assets and keeping only the best people. The one exception is a purchase from the bankruptcy administrator (curator). In that case, you choose who receives a new contract.
The tax on each option
Buying shares. If you buy through your own holding company, your holding receives future profit from the acquired company free of Dutch corporate tax. That is the participation exemption, and it applies from a shareholding of 5% or more. The gain when you sell later is also exempt. For this reason, the standard advice is to buy through a holding and to avoid a private purchase. See the participation exemption across borders.
Buying assets. The purchase price is allocated across the parts: goodwill, equipment and stock. Goodwill is depreciable against Dutch corporate tax at 19% up to €200,000 of profit and 25.8% above that. Real estate in the deal is subject to transfer tax, which is 10.4% for business property in 2026.
Financing. A Dutch acquisition is usually financed from three sources. Roughly half comes from a bank, a quarter from your own money, and a quarter is left in by the seller as a subordinated loan. That loan is repaid after the bank. A seller who lends part of the price shows that he has confidence in the business.
What international buyers check twice
The structure on your side. Buy through a Dutch holding BV. The holding keeps the acquisition risk separate and receives future profit tax-free. In most cases, the Netherlands also has a tax treaty with your home country. See why groups hold through the Netherlands.
Change-of-control clauses. Under some customer and supplier contracts, the other party may end the contract when the owner changes. Find these contracts during due diligence, and ask the largest of these parties for consent before closing.
The works council. Larger Dutch companies (50+ staff) have an employee council with the right to advise on a sale. Plan the timeline around it.
Sector approvals. In regulated sectors, and for larger deals under competition rules, you may need approval before closing. Ask your Dutch lawyer to check this early.
Buying from Turkey, the Gulf, India or the United States? A buyer's adviser in the Netherlands plans the due diligence, the holding, the financing and the transfer at the notary with you.
The main points
You buy either the shares or the assets. The process takes six steps from search to transfer. Outside bankruptcy, the employees transfer with the business. Most buyers buy through a Dutch holding, because the holding then receives future profit free of tax and the later sale is exempt. For setting up that holding, see setting up a Dutch BV. For ending it later, see closing or leaving a Dutch BV.
Most international buyers buy through a Dutch holding, so the shares are held in the Netherlands and the later sale is free of tax. For setting up that holding before the deal, see the Dutch holding structure for non-residents.
You can read more in four articles. For what you check before signing, see the due diligence. For the three sources of money, with the €500,000 example, see financing the acquisition. For what transfers automatically, see the employee rule. For a doorstart, where the debts remain behind, see buying from insolvency.