Route 1: the share sale via a holding
The cleanest exit: your personal holding sells the shares of the operating company. Under the participation exemption the sale gain arrives in the holding free of Dutch corporate tax, and box 2 tax (24.5% up to €68,843 per person, 31% above, 2026) falls due only when you pay the proceeds out privately — a moment you choose, and can spread across years and partners. This route exists only if the holding sits above the company before a buyer appears; retrofitting it next to a sale invites the tax authority to look through it. The mechanics and timing are in selling a business via a BV (besloten vennootschap, the Dutch private limited company).
Route 2: the asset sale
The buyer takes the inventory, contracts, goodwill and name; your BV stays behind with the money. The company settles corporate tax on the book gain (19% up to €200,000, 25.8% above), after which the BV becomes a cash box you keep, invest from, or wind down. Buyers like asset deals for the clean slate; sellers accept them when the price compensates the earlier tax moment.
Route 3: family succession under the BOR
Passing the company to children runs through the business-succession scheme (BOR): a 100% exemption up to €1,534,500 of going-concern value and 75% above it (2026), provided the business is a genuine enterprise and the continuation conditions are met. Combined with a holding structure and, where useful, a STAK for voting control, this is how family companies change hands with the tax bill in proportion. The certificate route is described in the Dutch STAK foundation.
Route 4: the pre-exit with management
Selling a stake to your management or a partner — often via a new joint holding — banks part of the value now, keeps you invested in the rest, and builds the buyer of the remainder. Tax-wise it is a share sale in miniature: the participation exemption does the same work on the sold tranche. The design questions are governance ones: who decides what, and what happens at the second step.
Route 5: the deliberate wind-down
Some companies end by choice rather than by sale — the client book winds down, the assets are distributed, and the BV closes. Done in the right order, this is a controlled process: empty the company, settle the final returns, then dissolve via turboliquidation with the fourteen-day filing at the KVK. The full sequence, including the liquidation-loss rules in a holding, is in dissolving a Dutch BV.
Being ready for all five
The common thread: the holding decides your options. With it, routes 1, 3 and 4 open at their best tax treatment and route 5 gains the liquidation-loss safety net; the design work is on the holding structure. Owners who want the routes calculated on their own numbers — valuation bands, box 2 timing, BOR eligibility — start with a written consultation.