Outcome 1: private shares — box 2
The gain over your acquisition price taxes in box 2: 24.5% over the first bracket, 31% above (2026). Payment timing offers modest planning; the rate is the rate. Fiscal partners split; the brackets on the rates page.
Outcome 2: the holding — exempt
The holding sells under the participation exemption: zero tax at sale, the full amount available for reinvestment, box 2 waiting only on private withdrawals you time yourself — the architecture from pre-exit restructuring.
Outcome 3: the asset deal — corporate tax first
The BV (besloten vennootschap, the Dutch private limited company) sells its assets and pays corporate tax over goodwill and reserves; getting the net to private adds box 2 on top. Two layers — the reason sellers push for shares, priced out in the deal-structure comparison.
The number that matters
On a €2,000,000 gain, the spread between outcome 2 today and outcome 3 fully distributed spans hundreds of thousands of euros — the yield on structuring early. Deferred elements like earn-outs follow the same frame per payment.