Selling via a holding structure: tax-free
If you sell the shares of your operating BV while owning them via a holding BV, the capital gain is tax-free at holding level under the participation exemption (deelnemingsvrijstelling). This is the single biggest advantage of the holding structure.
Example: €500,000 sale
| Situation | Tax on gain | Net received |
|---|---|---|
| Shares sold directly by you (private) | Box 2: ~€128,000 | ~€372,000 |
| Shares sold via holding BV | €0 (participation exemption) | €500,000 in holding |
Asset sale vs. share sale
There are two types of business sale: (1) Share sale: the buyer acquires the shares of the BV — the BV and all its assets, liabilities and history transfer. From the seller's perspective, this is often more tax-efficient. (2) Asset sale: the buyer acquires specific assets (machinery, customer contracts, goodwill) rather than the shares. The BV pays corporate tax on the gain; then you pay dividend tax to extract the proceeds.
Buyers often prefer asset sales (they avoid hidden liabilities in the BV). Sellers almost always prefer share sales (lower tax). This tension is a key negotiation point in Dutch business sales.
Goodwill and business valuation
The sale price typically includes a premium for goodwill — the value of your customer relationships, brand, processes and team. Goodwill is part of the sale price and forms part of the taxable gain. Dutch businesses typically sell for 3–7x EBITDA depending on sector, growth and strategic value.
The sale is one of five endings — the complete map, from BOR succession to wind-down: exit options for Dutch business owners.
The neighbouring questions
In the same direction: Selling Your Business and Selling BV Shares.