How is the sale of a Dutch company taxed?

Own the shares privately and box 2 taxes the gain: 24.5% on the first 68,843 euros and 31% above, in the year of the sale. Own the shares through a holding and the holding pays nothing on the gain under the participation exemption; tax comes only when you take money out.

Can I set up the holding just before the sale?

A holding put in place shortly before a sale can be challenged by the tax office. Set it up at the start, or well before you talk to a buyer.

Exit Calculator: Selling Your Dutch Company Privately or Through a Holding (2026)

What do you keep when you sell your company?

The same sale, two owners: you in your own name, or your holding. Fill in the price and see the tax on the day of the sale, what you take out, and what keeps working for you.

Short answerSell the shares in your own name and box 2 taxes the whole gain at once: 24.5% on the first €68,843 and 31% above. Sell through a holding and the gain is tax-free in the holding (the participation exemption); you pay only on what you take out, when you take it out. Source: Dutch tax office, checked 5 September 2026.

Selling privately or through a holding

Rates 2026. The written advice is for your own situation.

1. Sale price of the shares

€

2. What you paid for the shares (the capital you put in)

€

3. What you want to take out privately this year

€

Only relevant for the holding route: the rest stays in the holding, untaxed.

4. Where do you live?

5. Do you have a tax partner?

Partners each have a first bracket of €68,843 at 24.5%.

5. Dutch withholding on dividend under the treaty with your country

6. Tax on capital gains and dividend in your own country

Result

…

Three things to know

The holding must be there first. Set it up at the start, or well before you talk to a buyer. One put in place just before the sale can be challenged.
You decide when to pay. Money in the holding is taxed only when you take it out. Spread it over years and partners and every year uses the low bracket again.
The money keeps working. From the holding you can invest, buy property or start your next company, without first paying box 2.

Want us to look at your exit? →

Rates 2026: box 2 24.5% up to €68,843 and 31% above; participation exemption for a holding with 5% or more. Selling the business assets instead of the shares is a different sum. A first picture; the written advice is for your own situation.

Why the holding wins on the day you sell

When you own the shares in your own name, the buyer pays you, and box 2 taxes the whole gain in that one year. When your holding owns the shares, the buyer pays the holding, and the holding pays nothing on the gain: the participation exemption says a company does not pay tax on the profit from selling a subsidiary. The money is now in your holding. You pay box 2 only on what you take out, when you take it out. Most sellers take out what they need and let the rest work.

What do you keep when you sell your company?

Selling privately or through a holding

Why the holding wins on the day you sell

Read next

Would you like our team to take a look at your situation?