International Structures

Due Diligence When Buying a Dutch Company: What You Check Before Signing

Updated: 2026 Holdwise editorial team Acquisition Due diligence 2026

Before you buy a Dutch company, you check everything the seller has told you. This check is called due diligence. You check whether the figures are right and whether the contracts are real and signed. You also check whether the company pays its taxes and whether hidden obligations will pass to you. At Holdwise, we keep this answer up to date and change it when the rules change.

What the investigation is

Due diligence (literally, appropriate care) means that you, the buyer, check everything the seller has presented. It takes place after the letter of intent and before the final contract. The seller gives your advisers access to the company records, usually in a secure online data room. The check usually takes four to eight weeks.

Buying from abroad? As your adviser on the buyer's side, Holdwise plans this check with Dutch accountants and lawyers and sends you the findings in writing.

Area 1: the figures

Is the profit behind the asking price real? Your accountant checks the last three annual accounts against the bank statements. The accountant looks at the receivables, to see whether customers have left invoices unpaid for months. The accountant also checks the value of the stock and whether all debts are in the books.

The accountant looks closely at the normalisation. Which private costs went through the books, what salary did the owner pay himself, and which items were one-off? The accountant then checks the calculation behind the asking price against these real figures.

Area 2: the tax position

Have all returns been filed and paid: corporate income tax, VAT, payroll taxes? Are there open discussions with the Dutch tax authority? In a share purchase you take over the full tax history, so an assessment from three years ago becomes your responsibility. This is the main reason buyers demand guarantees.

Area 3: the contracts

Ask three questions about each important contract. Is it in writing and signed? What are the term and the notice period? Does it have a clause that applies when the owner changes? In some contracts, the customer or supplier may end the agreement when the owner changes. For the largest customers, check this before closing, and get their consent where needed.

Also check the lease of the premises, and whether the new owner can take it over. Check the intellectual property too (is the brand registered, and in whose name?). Finally, check for pending disputes.

Area 4: the staff

Who works there, on which contract, at what salary, and with which promises? Watch for arrangements made outside the contracts: a promised bonus, a thirteenth month that has always been paid, a pension scheme in arrears. In a Dutch acquisition, employees transfer with all their rights. You can read more about this in employees when buying a Dutch business.

Area 5: permits and insurance

Are all permits current, and can they be transferred? In a share deal, some permits stay with the company. In an asset deal, you must apply for these permits again. The same applies to certificates your customers require. Also check which risks are insured, and where the insurance has gaps.

What you do with the findings

Your advisers find something in nearly every due diligence. You can deal with each finding in three ways.

In the price. If the stock is valued too high, you negotiate a lower price.

In guarantees and indemnities. Some risks are known but uncertain, such as a possible tax assessment or a possible dispute. For these risks, the seller guarantees to pay the damage if it happens. Often part of the price is kept in escrow for a period to cover this.

In the decision. Sometimes you decide to stop the purchase. The cost of the investigation is then worth it, because you avoid a bad deal.

The main points

In four to eight weeks, you check five areas. You deal with each finding in the price, in guarantees, or in your decision to stop. Have your accountant check the figures, a lawyer the contracts and a Dutch tax adviser the tax position. Throughout the process, keep asking yourself whether you are buying what you think you are buying. You can read more about the full process in buying a business in the Netherlands.

See the Dutch holding structure for what you save with a holding above the operating company, and what it involves each year. To keep both companies in good standing, see corporate secretarial services in the Netherlands.

Frequently asked questions

How long does due diligence take on a Dutch SME acquisition? +

Usually four to eight weeks, between the letter of intent and the final purchase agreement. When you buy from a bankruptcy, you often have only a few days.

What are the five areas of due diligence? +

The figures, the tax position, the contracts, the staff, and permits plus insurance. You deal with findings through the price, through guarantees from the seller, or by deciding to stop the purchase.

Do I inherit old tax debts when buying Dutch shares? +

Yes. In a share purchase, you take over the full tax history of the company, including assessments from past years. This is the main reason buyers ask for guarantees and often keep part of the price in escrow.

Sources Belastingdienst · KVK · wetten.overheid.nl Last updated: 2026