The share deal
The buyer takes the BV whole: contracts, staff, history, skeletons. The seller’s gain lands where the shares are held — exempt in a holding under the participation exemption, or in box 2 privately. Clean, continuous, and the reason the holding exists, per the tax picture.
The asset deal
The buyer picks assets and activities; the BV stays behind with the seller. The BV pays corporate tax over goodwill and hidden reserves realised; the buyer gets a fresh depreciation base and leaves history behind. Staff travel with the undertaking under the transfer rules — selective shopping stops at people.
How the gap prices
The buyer’s asset-deal advantages (step-up, clean history) are worth money; the seller’s share-deal exemption is too. Deals bridge the gap in price, or in structure — a pre-sale carve-out that lets the buyer take a clean company as shares.
Deciding
Sellers open on shares, buyers test on assets, the tax delta gets calculated on both sides — and the number, plus the liability appetite, decides. The wider route: selling your Dutch business.