Business valuation · Netherlands

Business valuation methods: what your Dutch company is worth, and what you keep

A buyer pays for the profit your company makes after you leave. Four methods turn that profit into a value. The value is the start of the talks; the price is the end. Between them are the debt, the cash and the tax on the proceeds.

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Short answer

Most Dutch small and medium companies are valued with a multiple of EBITDA: the earnings before interest, tax, depreciation and amortisation. You normalise the profit first: a market salary for yourself, private costs out, one-off items out. Then you multiply by a factor that reflects the risk of the company. That gives the enterprise value. Subtract the net debt and you have the equity value: the price for the shares.

The other methods check that figure. Discounted cash flow values the future free cash flows. Adjusted net asset value adds up what the company owns minus what it owes, at market value. Rules of thumb per sector give a quick first number. The sale planner then shows what you keep after tax: through a holding, the sale itself is free of corporate tax, and you pay box 2 only on what you take out.

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EBITDA × factor
enterprise value: normalised earnings before interest, tax, depreciation and amortisation, times a multiple for the risk
minus net debt
equity value: the price for the shares, after loans and excess cash
€58,000
the Dutch reference salary for an owner-director in 2026, the floor for the normalised owner salary

The four methods, side by side

MethodHow it worksBest forWatch out for
EBITDA multipleNormalised EBITDA of a normal year, times a factor. The factor comes from recent sales of similar companies.Stable companies with a profit history: services, trade, production, software with recurring revenue.The factor is a judgement. A difference of one point in the factor is 20% to 25% of the price.
Discounted cash flow (DCF)A forecast of the free cash flow for five years and a final value, all discounted to today at a rate for the risk.Growing companies, companies with large investments ahead, companies whose past says little about the future.The forecast is yours and the discount rate is the buyer’s. Small changes in either give a very different value.
Adjusted net asset valueAssets minus liabilities, each item at its market value: property, machines, stock, debtors, and the tax on hidden gains.Companies with many tangible assets, property companies, and companies with a low profit.It leaves out goodwill: the customers, the brand and the team. For a profitable company it is the floor, seldom the price.
Rules of thumbA sector habit: a factor times revenue, a price per customer, a factor times the fee income.A first number before the real work, and a check on the other methods.They ignore your margin and your risk. Two companies with the same revenue can be worth very different amounts.

The Dutch Chamber of Commerce (KVK) and business.gov.nl describe the discounted cash flow method, the net asset value and the profitability value, in which the profit is set against the return a buyer wants. The multiple is the market version of that last method: the factor is the inverse of the return the buyer asks. A factor of 5 is a return of 20% a year on the price.

Both official sources say the same thing about the result: the value you calculate is a different thing from the price a buyer pays. The price depends on the alternatives each side has, on the financing and on the talks.

What changes the multiple

The factor reflects risk. A buyer asks one question: will this profit still be here in three years, with me as the owner? Five things decide the answer.

Dependence on the owner. If the customers, the suppliers and the staff deal with you personally, the profit walks out with you. KVK calls this personal goodwill: it disappears when you transfer the business. A company with a team that leads the daily business gets a higher factor. Delegating decisions in the years before the sale is the cheapest way to raise the price.

Customer concentration. One customer with 40% of revenue is a risk the buyer prices in. Ten customers with 10% each is a different company.

Recurring revenue. Contracts, subscriptions and maintenance agreements are worth more per euro than project work that has to be won again each year.

Growth. A company that grows 15% a year is worth more than one that is flat, because the buyer pays for next year’s profit as well. A forecast only counts when the last three years support it.

Risk in the business. One supplier, one product, one permit, a lease that ends next year, a lawsuit, old technology. Each item lowers the factor or becomes a guarantee you give in the purchase agreement.

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Enterprise value and equity value: the bridge

The multiple gives the enterprise value: the value of the business itself, as if it were free of debt and of spare cash. The buyer pays for the shares, so you walk from enterprise value to equity value in three steps.

Net debt. Bank loans, leases and the loan from your holding come off. Cash comes on. A company with €500,000 of loans and €200,000 in the bank has a net debt of €300,000.

Excess cash. Cash above what the business needs for its daily payments is yours. Pay it out as dividend before the sale, or add it to the price. Most buyers prefer a clean company and a lower price.

Working capital. The buyer expects a normal level of debtors, stock and creditors on the day of the transfer. If you collect all debtors and delay all suppliers before the deed, the buyer corrects the price afterwards. The purchase agreement sets a target level and a correction.

The equity value is what your holding, or you, receives for the shares. The tax starts from there.

The normalised owner salary

Your own salary is the largest correction in the profit of a Dutch owner-managed company. Many owners pay themselves the minimum the tax rules allow. The buyer replaces you with a manager at a market salary, so the valuation uses that market salary, and the difference comes off the profit.

The Dutch reference for an owner-director is the customary salary rule: for 2026 the reference amount is €58,000 a year. The real rule is 100% of the salary of the most comparable job, or the salary of the highest-paid employee, if that is higher. In the valuation, the market salary for your role is the right figure, and €58,000 is the floor. For a company with €3 million revenue and 20 staff, a buyer counts a general manager at a far higher salary.

The other normalisations: private costs that go through the company, one-off income and costs, a rent for your own property at the market rate, and family members on the payroll at the real value of their work. See the owner salary calculator for the salary side.

Worked example: EBITDA of €400,000

A Dutch trading company with a normalised EBITDA of €400,000, bank loans of €500,000 and €200,000 in the bank: net debt €300,000. The owner once paid €18,000 for the shares. The factor is between 4 and 6, an assumption for this example. The table shows the result through a holding (participation exemption) and directly in private hands (box 2 at 24.5% up to €68,843 and 31 % above, 2026, one person).

FactorEnterprise valueEquity value (price for the shares)Holding sellsYou sell privately
4 × EBITDA€1,600,000€1,300,000€1,300,000 in the holding, €0 tax at the sale€392,945 box 2 at once; €907,055 left
5 × EBITDA€2,000,000€1,700,000€1,700,000 in the holding, €0 tax at the sale€516,945 box 2 at once; €1,183,055 left
6 × EBITDA€2,400,000€2,100,000€2,100,000 in the holding, €0 tax at the sale€640,945 box 2 at once; €1,459,055 left

Through the holding, the whole price stays available for investment. You pay box 2 each year on the dividend you take: the first €68,843 per person at 24.5%, and the low band counts twice with a tax partner. The holding pays corporate tax on the return it makes in the meantime: 19% up to €200,000 of profit and 25.8% above. The cabinet proposes a top rate of 29.2% in box 2 for 2027 to 2030; that is a bill, so plan with 31%.

The sale planner works this out year by year with your own price, your yearly needs and your investments. The exit calculator compares the sale privately and through a holding in one view.

One Dutch company, two roles: your holding before and after the sale

A Dutch holding owns the shares of your operating company. When it sells, the gain is exempt from corporate tax under the participation exemption, from a shareholding of 5% (Belastingdienst). After the sale, the same holding is your investment company: it receives the price, invests it and pays you each year. Many owners set the holding up years before the sale; a share-for-share exchange can still put one in place later, before you sign with a buyer.

A buyer from abroad uses a Dutch BV in the same way: as the acquisition company that buys your shares. Read buying a company in the Netherlands for that side, and selling a business in the Netherlands for the full timeline of a sale.

Prices: your Dutch company (BV) from €2,950 excl. VAT, and a holding with an operating company from €4,950 excl. VAT. Partner work, such as a formal valuation report, has its own price, which you see first.

Who does what

  • You know the company and its figures. You decide which method counts, which price you ask and when you sell.
  • We normalise the figures with you, work out the bridge from enterprise value to equity value and the tax on the proceeds, and set up or review the holding. We advise one party: you.
  • Partners write the formal valuation report when a bank, a court or a tax office asks for one, and the acquisition adviser tests the value in the market. You see each price first.

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Sources

Last reviewed: 27 October 2026. Methods as described by KVK and business.gov.nl; tax rates 2026 from the Belastingdienst and the Rijksoverheid; the factor of 4 to 6 in the example is an assumption.

Common questions

What is an EBITDA multiple? +
EBITDA is the profit before interest, tax, depreciation and amortisation: the cash the business itself generates in a year. A multiple is the factor a buyer pays for that profit. An EBITDA of €400,000 at a factor of 5 gives an enterprise value of €2 million. The factor reflects the risk: how sure the buyer is that the profit stays after you leave.
Which valuation method is used for a Dutch SME? +
In practice, the EBITDA multiple sets the price, and the discounted cash flow method and the net asset value check it. KVK and business.gov.nl describe discounted cash flow, net asset value and the profitability value, in which the profit is set against the return a buyer wants. The multiple is the market form of that profitability value.
What is the difference between enterprise value and equity value? +
Enterprise value is the value of the business as if it were free of debt and of spare cash. Equity value is the price for the shares: enterprise value minus net debt (loans minus cash), with a correction for excess cash and for working capital on the day of the transfer.
Why does my own salary matter in the valuation? +
The buyer replaces you with a manager at a market salary. The valuation uses that salary, so a low owner salary lowers the normalised profit. The Dutch reference amount for an owner-director is €58,000 in 2026, and the market salary for your role is usually higher.
How much tax do I pay on the sale price? +
If your holding sells the shares, the gain is exempt from Dutch corporate tax under the participation exemption. You pay box 2 only on what you take out: 24.5% up to €68,843 per person and 31% above in 2026. If you sell the shares privately, you pay box 2 on the whole gain in the year of the sale. The cabinet proposes a top rate of 29.2% for 2027 to 2030; that is still a bill.
Is the calculated value the price I get? +
Seldom. KVK and business.gov.nl both say the calculated value differs from the price. The price depends on the alternatives each side has, the financing the buyer can get, the guarantees you give and the talks. The value tells you where the talks start.
How do I raise the value of my company before a sale? +
Delegate decisions so the company works with you at a distance, spread your revenue over more customers, turn project work into contracts, take private costs out of the books and show three clean years of figures. Each of these raises the factor or the profit, and the two multiply.
Do I need a formal valuation report? +
For the talks with a buyer, a well-founded calculation is enough. A formal report by a registered valuer is needed when a bank, a court, a co-shareholder or the tax office asks for one, for example in a share exchange before the sale or in a dispute. That report has its own price, which you see first.
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