Why you need a holding company

A holding company can sell the operating BV (besloten vennootschap, the Dutch private limited company) under the participation exemption. The full gain is exempt from tax, and you can reinvest all of it. You only pay box 2 tax when you choose to take money out privately. See after the sale.

Building it late: the share merger

With the share merger facility, you can transfer your private shares into a new holding company. You contribute the shares and receive new shares in the holding. The tax claim is deferred and settled later. The facility has conditions against abuse. If you restructure just before a concrete sale, the Tax Administration will ask exactly the questions these rules are meant for. If you restructure earlier, you avoid this problem.

Preparing the target company

Buyers want to buy the business only. Before the process starts, transfer real estate, excess cash and other private assets out of the company and into the holding. You use the exemption and the reorganisation facilities for this. The target company then has a clear price. See the deal structure comparison.

A realistic timeline

Do this work before you decide to sell, both on paper and in practice. Plan several years ahead, and start this quarter. See preparing your BV for sale for the full plan.

Read about the holding, the participation exemption and the dividend paid to the parent company on the Dutch holding structure for non-residents. For the yearly paperwork, see corporate secretarial services in the Netherlands.

Calculate with your own figures

How much do you keep when you sell your Dutch company? With the Holdwise sale planner you can compare four options with your own amounts. The first two options are to take everything out at once, or to pay yourself a part each year. The other two are to borrow from your holding first, or to leave the Netherlands. You answer a few short questions. You then see the tax for each option and what is left after ten, twenty or thirty years.

In the 2027 Tax Plan, the government proposes a change to the evidence rules for certain mergers and splits. The test against abuse stays in place. Read the proposal and its limits.