The share deal
The buyer takes over the whole BV, including contracts, staff, history and any hidden liabilities. The seller’s gain is taxed where the shares are held. The gain is exempt in a holding under the participation exemption, or taxed in box 2 if you hold the shares privately. The company continues as before. Many owners set up a holding company early for this reason. See the tax treatment.
The asset deal
The buyer chooses which assets and activities to take, and the seller keeps the BV itself. The BV pays corporate tax on the goodwill and hidden reserves that become taxable. The buyer gets a new basis for depreciation and leaves the company’s history with the seller. Under the rules on transfer of undertakings, the staff transfer to the buyer automatically. The buyer can choose which assets to take, but it has to take over all the staff who work in those activities.
How the price gap is settled
In an asset deal, the buyer gets advantages that are worth money, such as a higher depreciation base (step-up) and a fresh start. The seller’s exemption in a share deal is also worth money. The parties settle this difference in the price or in the deal structure. An example is a carve-out before the sale, so the buyer can take over a clearly defined company as shares.
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.
Which company do you register, and which documents do you need from your country? See company formation in the Netherlands for non-residents for the answers, the costs and the timeline.
How to choose
Sellers usually start from a share sale, and buyers usually check an asset sale first. Both sides calculate the tax difference. The final choice depends on that amount and on how much liability risk each side accepts. See selling your Dutch business for the whole sale process.