Three ways to restructure
In a share-for-share exchange, the founders bring the shares of their operating BV into a new personal holding. This adds a holding above the existing company. Under conditions, there is a tax facility for this exchange. See the holding structure for a start-up. In a legal merger, two companies become one by universal succession. By law, the contracts, assets and staff are transferred to the remaining company. This is useful to tidy up a group that has become complicated. In a legal demerger, one company is split into parts. Activities, intellectual property (IP) or real estate are placed in their own BVs. Owners often do this before a sale or a succession. See the holding structure for a SaaS exit.
Tax facilities and their conditions
Each of these steps can be tax-neutral. This means that the tax on the gains is deferred. You must meet conditions about business reasons and continuity. Anti-abuse rules apply to restructures shortly before a planned sale. Restructure early, long before a sale is planned.
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.
The right order of steps
Work in this order. First, draw the new structure on one page. Then confirm the tax treatment in writing, with a ruling if the amounts are large. Then the notary completes the notarial steps. At the same time, update the registers, the banks and the contracts. See KVK registration and the filing deadlines. The same order applies to cross-border steps, such as relocating a company to the Netherlands or an EU merger. Each has its own details. See relocating your company to the Netherlands (reverse flip).