AI & Software

Selling your SaaS: the participation exemption in practice

Updated: 6 October 2026 Holdwise editorial team Exit Participation exemption Holding

Micro-SaaS businesses are bought and sold often now, through marketplaces, brokers and strategic buyers. Whether a sale is tax-efficient or expensive usually depends on which company legally owns the product. You make that choice years before the sale.

Short answer

Sell your SaaS as shares of an operating BV that your holding owns. The gain on the sale then falls under the Dutch participation exemption, and the holding receives the money free of corporate tax. The condition is a stake of at least 5% in a real business, which you meet in your own structure. Box 2 applies only when you later pay the money out to yourself privately, at 24.5% up to €68,843. In an asset deal, the company first pays 19%/25.8% corporate tax. In a direct private sale, personal rates apply.

At Holdwise, we keep this answer up to date and change it when the rules change.

Selling shares or selling assets

A buyer takes either your shares or only the assets. With the shares, the buyer takes the whole operating BV (besloten vennootschap, the Dutch private limited company), with its contracts, subscriptions and history. With the assets, the buyer takes only the code, domain and customer list. For tax, the difference is large. A gain on shares is exempt in the holding. A gain on assets is ordinary profit of the selling company. It is taxed at 19% up to €200,000 and 25.8% above that (2026 rates). Only the remainder after tax can be paid to the holding. If you sell privately, outside any structure, the sale is taxed at personal rates. The same product can lead to very different tax results.

How the exemption works

The participation exemption applies to dividends and sale gains from a qualifying stake. This is at least 5% of the shares in a company with a real business. Your 100% operating BV qualifies. A loss on the participation is also excluded from deduction. The exemption applies automatically by law. Asking for a ruling is optional.

Earn-outs and partial sales

In SaaS deals, buyers rarely pay everything at once. Instalments, earn-outs tied to MRR and a retained minority stake can all fall under the exemption. Whether later payments count as exempt sale price or as taxable income depends on how the contract is written. Have every earn-out clause checked against the exemption before you sign. This check takes little time now, and you can save a real percentage of the deal price later.

What to prepare years before a sale

Buyers want to know exactly what they buy. They look at four things. First, the product is in its own operating BV, or you can clearly separate it from other products (see one BV or several). Second, the IP is inside the structure under a licence (see the IP guide). Third, contracts and payment accounts are in the company’s name. Fourth, the books add up per product (see the monthly habit). After a sale of the shares, the proceeds stay in your holding, free of corporate tax under the participation exemption. You can use them for your next product. See the solo holding.

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.

The bookkeeping can be handed over while you live abroad. On bookkeeping in the Netherlands you can read what you send, what is filed for you and what you get back.

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.

Free advice

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Part of Doing Business in the Netherlands, the complete 2026 guide.

Frequently asked questions

The buyer only wants the code and the domain. Now what? +

Then it is an asset deal. The operating BV sells the assets and pays corporate tax on the gain. It then pays the remainder to the holding as a tax-free dividend. The result is less favourable than a share sale, but the holding still keeps the net amount.

Everything is still in one BV. Is it too late for a holding? +

It is still possible, but restructuring options such as a share merger take time and come with waiting periods. The earlier you build the structure before a sale, the simpler and safer the process.

When do I finally pay tax on the money? +

Only when you take it out privately. Box 2 tax is then 24.5% up to €68,843 per person per year, and 31% above that. Many founders leave most of it in the holding and invest it in their next product.

Sources Belastingdienst · KVK · wetten.overheid.nl Last updated: 6 October 2026