Relocating your company to the Netherlands in 2027: the box 2 step-up and what else changes

What the step-up does

A foreign company becomes a Dutch tax resident when its effective management is in the Netherlands: the place where the board takes its decisions. From that moment, a shareholder abroad who owns 5% or more of the shares has a substantial interest in a Dutch company, and the income tax act makes that person a foreign taxpayer for box 2: dividend and the gain on a later sale. Under the current text, the gain is measured from the historical acquisition price, so growth built up abroad, long before the company had anything to do with the Netherlands, could end up in a Dutch tax return.

The bill changes article 7.6 of the Income Tax Act 2001. When the foreign tax liability starts because the company has transferred its seat, the acquisition price is set at the market value of the shareholding on that moment. The explanatory memorandum says it in one line: only value changes after the transfer are taxed in box 2. The rule takes effect on 1 January 2027 if Parliament adopts it.

Who gets it and who keeps the old price

The step-up is for a shareholder who becomes liable to Dutch tax because the company relocates. The bill excludes a shareholder who was already a foreign taxpayer for this shareholding before the transfer. The explanatory memorandum keeps the historical acquisition price in that case, with three possible increases: a payment already made on a conserving assessment (the exit tax the Netherlands imposes on a shareholder who emigrated), growth that was taxed abroad at a level that is reasonable by Dutch standards, and growth that arose while the shareholder was outside Dutch tax. The detailed rules come in a decree.

The rule is in the income tax act, so it concerns owners who are natural persons: the founder abroad whose company relocates while she stays where she lives, and the founder who relocates together with the company. A foreign parent company whose subsidiary brings its management here has a corporate tax question instead, which the treaty and the participation exemption usually answer.

The treaty question: where is the company really managed?

A company incorporated under Dutch law is a Dutch tax resident by law. A company incorporated elsewhere becomes one when the facts say so: where the directors meet and decide, where the books and the bank accounts are kept, where contracts are signed. Two countries can both claim the company. The tax treaty between them then decides, in most treaties on the basis of the place of effective management, in newer treaties by agreement between the two tax authorities. Our overview of the Dutch treaty network lists the treaties; the Tax Plan 2027 package leaves them as they are.

The country you leave has its own view of the same day. Most countries, and every EU member state, tax the hidden reserves of a company that transfers its tax residence abroad: an exit tax on the difference between market value and book value. The Dutch step-up is the mirror image of that exit tax. The transfer must also be real: a board that keeps meeting in the old country has transferred nothing. See substance requirements for a Dutch BV for what the tax office and the banks look at.

If you relocate with the company: your own taxes in 2027

The expat ruling. An owner who takes up employment with the company and is recruited from abroad can use the expat ruling: from 1 January 2027 a maximum of 27% of the salary is paid tax-free, for five years. Employees who had the ruling before 2024 keep 30% for the remaining months. The salary norm was €48,013 in 2026 (€36,497 for employees under 30 with a master’s degree); for 2027 an increase to €50,436 and €38,338 at 2024 prices was announced in 2024, still to be indexed, and the final 2027 amounts are yet to be published. The order decides: the employment contract with the company is signed while you still live abroad, the relocation follows. See the expat ruling in 2027 and the calculator.

Salary and dividend. As a director and shareholder (DGA) you pay yourself a customary salary, €58,000 in 2026; the 2027 amount is published at the end of the year. Profit after corporate tax reaches you as dividend in box 2: 24.5% up to €69,607 and 31% above that in 2027. If the announced 29.2% passes, a large dividend in 2027 to 2030 costs less than in 2026 or 2031. Our DGA page for 2027 works through the salary and dividend mix.

Loans from your own company. Debts to your own BV above €500,000 (you and your partner together, home loans with a mortgage excluded) are taxed on 31 December as a deemed dividend. The cabinet announced on 29 September 2026 that the limit goes down in five steps of €80,000: €420,000 on 31 December 2027, €100,000 in 2031. Owners who finance property or investments through their company plan the repayment or the dividend now; see excessive borrowing from a Dutch BV.

Private assets. Box 3 taxes an assumed return at 36% in 2027; the tax-free amount is €60,098 in the bill, while the cabinet announced €30,846 and then called that figure provisional. From 2028 the cabinet proposes a capital gains tax on shares, bonds and funds, taxed on sale.

The steps of a seat transfer, in order

1. Check the law of your current country. Within the EU a company can convert into a Dutch BV with legal continuity under the harmonised rules for cross-border conversions. From outside the EU the usual routes are a transfer of the effective management only (the company keeps its foreign legal form) or a new Dutch BV that takes over the business or the shares.
2. Value the shares on the transfer date. The step-up uses the market value on that day; one valuation report serves the Dutch tax office and the exit tax at home.
3. The notary. A conversion deed or the deed of a new BV, the articles and the registration of the ultimate beneficial owners. Our BV formation starts from €2,950 excl. VAT.
4. The Chamber of Commerce (KVK). Registration of the BV, or of the foreign company with its principal place of business here, at a Dutch business address.
5. The tax office. Corporate tax number, VAT number and payroll registration; a questionnaire about the place of management is normal for a foreign-owned company. The expat ruling for the owner is applied for after the employment starts.
6. The bank. A Dutch business account; the bank checks the owners, the activity and the substance. Start this early, it is the slowest step.
7. Board and substance from the first month. Board meetings here with minutes, bookkeeping here, decisions taken here. That is what makes the transfer hold up in both countries.

Timing: under the bill, the step-up applies when the Dutch tax liability starts on or after 1 January 2027. For a company with large accumulated growth, a transfer that takes effect after the Senate vote in December 2026 is the safer choice. The guide on relocating a Dutch BV abroad describes the reverse route; the Dutch holding structure shows the place of a holding company in the new set-up.

Questions founders ask

Sources

• Bill Other Tax Measures 2027 (Overige fiscale maatregelen 2027, 37023), with the explanatory memorandum on the step-up: rijksoverheid.nl
• Tax Plan 2027 package, all documents of 15 September 2026: rijksoverheid.nl; key figures table 2027 (fiscale sleuteltabel): rijksoverheid.nl
• Cabinet letter of 29 September 2026 on box 3, box 2 (29.2%) and borrowing from your own company: eerstekamer.nl
• House of Representatives, progress of bill 37022 (Tax Plan 2027): tweedekamer.nl; Tax Administration, Tax Plan 2027: belastingdienst.nl
• Government of the Netherlands, Budget Day 2026 summary (expat ruling 27%, corporate tax unchanged): rijksoverheid.nl
• Senate, letter of 1 December 2025 with the figures adopted for 2026 (box 3, company car addition, lucrative interest): eerstekamer.nl