How an MBO works

The management incorporates an acquisition vehicle (a new BV) and buys the shares through it, financed with a mix of their own equity and debt (bank financing or a vendor loan).

The financing structure

  • Management’s own equity: typically 20–40% of the price.
  • Bank financing: for larger deals, sized on the target’s cash flow.
  • Vendor loan: you finance part yourself; the management repays from future profits.

Advantages for the seller

  • Continuity with parties who know the business.
  • Smoother negotiations — the buyers know the company from inside.
  • An earn-out on figures both sides trust.

Tax on an MBO

Taxation matches any share sale. Through a holding: the participation exemption keeps the gain tax-free at company level. Selling privately: box 2 at 24.5%–31%. The structural preparation: a holding before the sale. Last verified: 19 July 2026.

Two steps further

Further along the same line: Exit Strategy for Dutch Entrepreneurs and Selling Your Business.