The tax on a sale depends on whether a holding company already owns your BV (besloten vennootschap, a Dutch private limited company).

Two ways to sell

  • Selling the assets: your company transfers the channel, the brand, the catalogue and the contracts to the buyer. The operating company receives the proceeds and pays corporate tax on them.
  • Selling the shares: the buyer takes over the company itself. When a holding owns the shares, the participation exemption applies from a 5% stake. The holding then receives the proceeds free of corporate tax.

This second option is the main reason to have a holding. If you own the shares yourself, you pay personal tax on the same sale. On a large sale, the difference can be several years of income.

What the buyer buys

A buyer pays for what can be transferred: the audience relationship, the name, the catalogue, the licences, the contracts and the systems behind them. Put the catalogue in the name of the company. You can read more in your content library.

What to arrange early

  1. A holding company that owns the operating company. You can add one later through a share merger. A waiting period then usually applies before a sale qualifies, so setting up the holding early costs less.
  2. Trade name and trademark registered in the name of the company. See stage name and legal name.
  3. Contracts with editors and agencies that give the company the rights, including the rights to raw footage.
  4. Bookkeeping in good order for each income stream, so a buyer can check the numbers quickly.

After the sale

The proceeds stay in the holding, where you can invest them. You pay personal tax only when you take money out, at a moment you choose. You find the calculations in what to do with any amount. While a new BV is still unable to pay the full customary salary, you may take a lower one for up to three years. A prior consultation with the tax authority gives certainty in advance. You can also borrow up to €500,000 from your own BV. The lower salary is what saves tax. At €36,000 compared with €58,000, you keep about €7,100 a year more. After a later dividend, about €2,800 of that remains. The loan gives you access to money, but your tax stays the same. Calculate it with your own figures.

The preparation is also useful if you keep the company. With a holding, your assets are protected from the risks of the operating company. You can read how to set up the holding in start here.