Selling Your Business

Selling BV Shares: Tax in 2026

Updated: 6 October 2026 Holdwise editorial team Shares Sale Box 2

In 2026, the gain on selling the shares of your BV (besloten vennootschap, the Dutch private limited company) is taxed in box 2. Box 2 is the income tax box for owners of a substantial shareholding. If you sell through a holding company, the gain may be fully tax-free. At Holdwise, we keep this answer up to date and change it when the rules change.

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Box 2 tax on BV share sales (private shareholder)

If you own BV shares personally and sell them, the capital gain (sale price minus cost of acquisition) is taxed as box 2 income. In 2026 the rate is 24.5% on the first €68,843 and 31% above that.

On a €300,000 gain, you pay 24.5% on €68,843, which is €16,867. On the remaining €231,157 you pay 31%, which is €71,659. The total tax is €88,526.

Tax-free via holding (participation exemption)

If a holding BV sells the shares of an operating BV, the entire gain is exempt from corporate tax under the participation exemption. The proceeds stay in the holding company. You pay tax only when you later take them out as dividend.

Conditions for the participation exemption

The holding must own at least 5% of the operating company's shares
The minimum holding period is zero: the exemption can apply from the day the holding owns the shares
The operating company must stay outside the passive-investment category
The operating company must be subject to "adequate" taxation (general rule)

If there is a holding between you and the company, the holding receives the sale proceeds free of tax. To set up this structure from abroad, see the Dutch holding structure for non-residents.

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

Frequently asked questions

Can I restructure to a holding shortly before selling to get the exemption? +

The minimum holding period for the participation exemption is zero. The risk is in transferring your shares into the holding. You can do this tax-free by exchanging your shares for shares in the holding (a share merger), unless this step is mainly aimed at avoiding or deferring tax. In that case, you pay box 2 tax on the transfer.

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