Buy a Dutch or European Company: Buyer's Adviser

Your adviser on the buyer’s side

In your purchase, Holdwise advises one party: you, the buyer. The advice covers tax, structure and each step of the purchase. Holdwise prepares every meeting with the seller, the seller’s advisers, the notary and the bank with you. You decide on the deal, and you sign it. The seller has its own advisers.

The plan. You describe the company you want to buy. You receive a written proposal with the steps, the advisers for each step and the fee.
The due diligence. Dutch accountants and lawyers check the company for you.
The structure. Your Dutch holding buys the shares.
The financing. The file for the bank, the loan from the seller and your own money.
The anti-money laundering checks. Your documents for the notary and the bank.
The share transfer. The deed at the notary and the changes in the Dutch registers.
The employees. Their contracts, their pay and the works council.
After the purchase. The books, the annual accounts and the tax returns of your companies.

The six steps from search to transfer are in the guide to buying a business in the Netherlands.

Due diligence with accountants and lawyers

Due diligence is the check before you sign. Your accountant checks the figures and the tax position of the company. Your lawyer checks the contracts, the staff and the permits. Holdwise plans this work with them and prepares the list of documents you ask from the seller.

You receive the findings in writing. For each finding you choose: a lower price, a guarantee from the seller, or a stop. The five areas of the check are in due diligence when buying a Dutch company.

The accountants and the lawyers invoice their own work to you or to your holding. You see their price before they start.

Your Dutch holding as the buyer

Most buyers from abroad buy through a Dutch holding: a private limited company (BV) that owns the shares of the company you buy. That keeps the purchase apart from your other companies.

From a shareholding of 5%, dividends from the company you buy and a gain on a later sale are usually exempt from Dutch corporate tax for the holding. This is the participation exemption (Belastingdienst, 2026). When the holding pays a dividend to you abroad, the Dutch dividend tax is 15%. For shareholders abroad, the tax is lower or zero in some situations, for example under a tax treaty (Belastingdienst, 2026).

Holdwise sets up the holding before you sign the purchase agreement: the deed at the notary, the registration at the Dutch Chamber of Commerce (KVK), the register of ultimate beneficial owners (UBO register) and the tax numbers. See the Dutch holding structure and setting up a Dutch BV.

A company elsewhere in the EU. Your Dutch holding can also buy a company in another EU country. Under the EU Parent-Subsidiary Directive, a company in another EU country pays dividends to its parent company in the Netherlands free of withholding tax. This applies from a shareholding of 10%, under the conditions of the directive (Directive 2011/96/EU, Articles 3 and 5). That country may ask for a holding period of two years. The Dutch participation exemption can apply to those dividends as well, under its conditions. The rules of that country decide how the shares transfer, so a lawyer or notary there handles that step. Read more about a Dutch subsidiary as your company in the EU.

Financing the purchase

A Dutch purchase is usually paid from three sources: a loan from a bank, a loan from the seller (a vendor loan) and your own money (equity). The bank looks at one question first: can the company repay the loan from its own cash flow?

Holdwise prepares the file for the bank with you: the figures of the company, your plan for the next years and the structure with your holding. A vendor loan is repaid after the bank, so the seller shares the risk with you. The bank decides.

The usual split, with a worked example of €500,000, is in financing a business acquisition in the Netherlands.

The anti-money laundering checks and the notary

A share transaction in a Dutch BV always goes through a Dutch civil-law notary (KVK, 2026). The notary and the bank check you first. The Dutch Anti-Money Laundering and Anti-Terrorist Financing Act (Wet ter voorkoming van witwassen en financieren van terrorisme, Wwft) asks them to find out who their client is, where the money comes from and what the money is for (Rijksoverheid, 2026).

Your file for the notary and the bank contains, for example:

the passports of the owners and the directors;
a chart of all companies above your holding, up to the people who own them;
proof of where the purchase money comes from, such as bank statements, the sale of a company or a loan agreement;
the registration documents of your companies abroad.

At the transfer, the notary draws up the deed for the transfer of the shares. Most notaries then pass the changes on to the business register of the KVK (KVK, 2026). The company you bought reports its new ultimate beneficial owners within 7 days (KVK, 2026).

Your holding pays the purchase price as the purchase agreement sets out. Holdwise invoices its own work only.

The employees

Buying the shares. The company you buy stays the employer. The employment contracts continue as they are, with the same pay and the same pension scheme.

Buying the business itself (an asset purchase). The employees transfer to you with their pay, holiday rights and terms. Sick employees transfer too, with the duty to keep paying their wages. The collective agreement keeps applying until it ends. The seller stays jointly responsible for the employment contracts for one year. Employees are protected against dismissal because of the takeover (business.gov.nl, 2026).

The works council. A Dutch company with at least 50 people at work must have a works council (Works Councils Act, Article 2). The works council gives advice on a plan to transfer control of the company (Works Councils Act, Article 25). Plan that advice into the timeline of your purchase.

Holdwise checks the employment side with your lawyer in the due diligence and arranges the payroll after the purchase. More detail: employees when you buy a Dutch business.

After the purchase

After the transfer, your holding and the company you bought each keep their own books. Each BV files its annual accounts with the KVK (KVK, 2026) and files its own tax returns. Holdwise arranges the bookkeeping, the annual accounts and the tax returns for both companies, in English.

Buyers from Turkey, the Gulf, India and the United States

A tax treaty between your country and the Netherlands sets which country taxes what, for example the dividends from your Dutch holding to you. The treaty years below come from the overview of tax treaties of the Dutch government on 1 October 2026 (Rijksoverheid). The company figures come from Statistics Netherlands (CBS, 9 October 2026): companies in the Netherlands controlled from that country, in 2024 and in 2021. CBS rounds these counts to multiples of five.

Turkey. The tax treaty dates from 1986 and has been in force since 1988. In 2024, 265 companies in the Netherlands were controlled from Turkey, against 175 in 2021. That is the fastest growth of the six countries on this page.

United Arab Emirates (UAE). The treaty was signed in 2007 and entered into force in 2010. In 2024, CBS counted 85 companies in the Netherlands controlled from the UAE, and 60 in 2021.

Saudi Arabia. Signed in 2008, in force since 2010. CBS counts 15 companies in the Netherlands controlled from Saudi Arabia in 2024. Together they had about 3,000 people at work and a turnover of €12.1 billion.

Qatar. The treaty was signed in 2008 and has applied since 2009. CBS counts 10 companies in the Netherlands controlled from Qatar, in 2021 and in 2024.

India. Signed in 1988, in force since 1989. In 2024, 255 companies in the Netherlands were controlled from India, with about 21,000 people at work. In 2021 there were 205.

United States. The treaty dates from 1992 and has been in force since 1993. With 3,775 companies in 2024 (3,410 in 2021), the United States is the largest group among the 19,995 companies in the Netherlands controlled from abroad.

The fee

Every purchase is different. Your written proposal lists the work for your purchase and the fee. You read it first, and then you decide. The accountants, the lawyers and the notary send their own invoices, with prices you see before they start.

Sources

Last reviewed: October 2026.

Frequently asked questions

Can a foreign company buy a Dutch company?

Yes. A company or an investor from abroad can buy the shares of a Dutch BV or the business of a Dutch company. Large companies notify the Netherlands Authority for Consumers and Markets of a merger or takeover, depending on their turnover. For companies with sensitive technology or processes that are essential to society, the Investment Screening Bureau checks the purchase first.

Why buy through a Dutch holding?

The holding owns the shares of the company you buy, apart from your other companies. From a 5% shareholding, dividends from that company and a gain on a later sale are usually exempt from Dutch corporate tax for the holding. Dutch dividend tax on dividends from the holding to you is 15%, and lower in some situations, for example under a tax treaty.

What does the notary check?

The notary checks who you are, where the purchase money comes from and what it is for. Dutch anti-money laundering law (Wwft) asks this of notaries and banks. Have the passports of the owners, a chart of your companies up to the people who own them, and proof of the source of the money ready.

What happens to the employees when I buy a Dutch company?

When you buy the shares, the company stays the employer and the contracts continue. When you buy the business itself, the employees transfer to you with their pay, holiday rights and terms. The seller stays jointly responsible for one year, and the employees are protected against dismissal because of the takeover.

How do I finance the purchase of a Dutch company?

Usually with a bank loan, a loan from the seller (a vendor loan) and your own money. The bank checks whether the company can repay from its own cash flow. A vendor loan is repaid after the bank, so the seller shares the risk.

Can my Dutch holding also buy a company elsewhere in the EU?

Yes. Dividends from a company in another EU country to its parent company in the Netherlands are free of withholding tax from a 10% shareholding, under the conditions of Directive 2011/96/EU. That country may ask for a holding period of two years. The rules of that country decide how the shares transfer, so a lawyer or notary there handles that step.

Who does Holdwise advise in a purchase?

Holdwise advises the buyer only, and the seller has its own advisers. You decide on the deal, and you sign it. Your written proposal shows the work and the fee first.

Buy a company in the Netherlands or Europe