Selling a business in the Netherlands: the tax, the holding and the steps
You own a Dutch company (BV) and you want to sell it, in 2026 or 2027. The price is one half of the result. The other half is the structure: who sells, what is sold and when you take the money out. Those three choices decide what you keep.
Ask about your situationIf your holding company owns the shares of your operating company, the holding sells the shares free of Dutch corporate tax. That rule is the participation exemption, and it applies from a shareholding of 5%. You pay tax only when you take money out of the holding: box 2 at 24.5% on the first €68,843 per person and 31% above that in 2026. If you own the shares in your own name, you pay box 2 on the whole gain in the year of the sale.
Most buyers buy the shares, so the company with its contracts, staff and permits passes to them in one deed at the notary. A buyer who wants only parts of the business buys the assets, and your company then sells them and keeps the money. The cabinet proposes a lower top rate of box 2 for 2027 to 2030: 29.2%. That is a bill, so plan with 31% and treat the lower rate as a bonus. Work out your own figures in the sale planner and the exit calculator.
Tell us what you make or sell, where your company is and what you plan in Europe. Our team looks at it and replies with the steps and the dates that apply to you.
Share sale or asset sale: what each one means for you
In a share sale, the buyer buys the shares of your company. Everything inside the company goes with it. In an asset sale, your company sells the business, or parts of it, and the company itself stays yours with the money.
| Point | Share sale | Asset sale |
|---|---|---|
| Who sells | You, or your holding, as shareholder | Your company (BV) sells its own assets |
| Tax on the gain | Holding as seller: free of corporate tax under the participation exemption. You as seller: box 2 at 24.5% and 31% (2026) | Your company pays corporate tax on the book gain: 19% up to €200,000 and 25.8% above (2026). Box 2 follows when you take the money out |
| Liabilities and old claims | Stay in the company, so the buyer takes them over and asks for guarantees from you | Stay with your company; the contract lists which ones the buyer takes over |
| Contracts, permits, VAT number | Stay in the company and continue | Each contract and permit needs its own transfer; the buyer uses its own VAT number |
| Staff | The company stays the employer; contracts continue as they are | Staff transfer to the buyer with the same pay and terms; your company stays jointly responsible for one year |
| VAT on the price | The sale of shares is free of VAT | Free of VAT when the buyer takes over the whole business and continues it; the buyer then also takes over the VAT position |
| Transfer | One notarial deed; the notary passes the change on to the Chamber of Commerce (KVK) | A contract between the companies; assets transfer item by item, real estate at the notary |
| Transfer tax | Only when the company is mainly a real estate company | 10.4% on business premises and land in the sale (2026) |
Buyers of a healthy company usually choose the shares: one deed, and the business continues as before. Buyers who want one branch, one product line or a company with a difficult past choose the assets. The price differs between the two routes, because the tax differs. Your written advice sets both routes side by side with your figures.
The holding above your company: why it sells tax free
A holding is a company of yours that owns the shares of your operating company. When the holding sells those shares, the gain is exempt from Dutch corporate tax under the participation exemption. The Belastingdienst applies the exemption to dividends and to the gain on a sale, from a shareholding of 5% of the paid-up capital. The costs of the sale are then also outside the tax return of the holding: they are part of the exempt result.
After the sale, the money is in your holding. You decide how much you take out and when. Each year, the first €68,843 per person is taxed at 24.5% (2026); with a tax partner, that low band counts twice. Above it, the rate is 31%. The money that stays in the holding is invested there, and the holding pays corporate tax on the real return: 19% on the first €200,000 of profit and 25.8% above.
The cabinet proposed on 29 September 2026 to lower the top rate of box 2 to 29.2% for four years, 2027 to 2030. The reason in the letter: owners should take capital out of their companies at a lower rate. This is part of the Tax Plan 2027 and still a bill. If it becomes law, a sale in 2026 with payouts from 2027 onwards uses the lower rate for the large amounts.
You own the shares in your own name and you want a holding before the sale? That is often still possible through a share-for-share exchange: you contribute your shares to a new holding and receive its shares in return, and you pay the tax on your gain later, on the holding shares. You do this before you sign with a buyer, and you need business reasons for it. See a holding in place before the sale and the participation exemption explained.
Tell us what you make or sell, where your company is and what you plan in Europe. Our team looks at it and replies with the steps and the dates that apply to you.
Selling or giving the company to a child or an employee: the succession scheme since 1 January 2026
A transfer within the family or to a successor you choose is often a gift in part, or an inheritance later. The business succession scheme (bedrijfsopvolgingsregeling, BOR) then lowers the gift or inheritance tax on the business assets, under conditions. The law that changed the scheme (Staatsblad 2024, 439) applies its second part since 1 January 2026.
Since 1 January 2026, the holding period is longer for older owners. The giver must have owned the company for five years. For each year the giver is more than six years older than the state pension age, six months are added. For an inheritance the period is one year, plus six months for each year the deceased was more than two years older than the state pension age. The successor keeps the company for three years, a period that was shortened from five years on 1 January 2025. Preference shares are defined in the law and fall outside the scheme.
The scheme is for a real transfer, once. Assets that the successor sold earlier for a price and now receives back are excluded up to that price. Three other planned changes were withdrawn: the limit to ordinary shares of at least 5%, the family test and the wider dilution rule. The cabinet took them out of the Tax Plan 2026 on 26 November 2025, so they are off the table.
A sale to a third party at the full price uses the normal rules of this page: the participation exemption for a holding, box 2 for a private seller. Your successor finances the price, often with a bank loan, a loan from you and own money.
The timeline of a sale: from preparation to the notary
| Step | What happens | Who |
|---|---|---|
| 1. Preparation | Your figures of the last three years in order, private costs out of the books, the holding in place, the team able to run the company with you at a distance. One to three years before the sale is a good start. | You, with your bookkeeper and us |
| 2. Valuation | A value based on the normalised profit and the free cash flow, and a price range for the talks. The method and the figures are in business valuation methods. | A valuation specialist, with us |
| 3. Buyer search | A short anonymous profile of the company goes to possible buyers. A buyer who wants more signs a confidentiality agreement and then reads the sales memorandum with your figures. | You, with an acquisition adviser |
| 4. Letter of intent | You and the buyer record the price, the route (shares or assets), the timing and the conditions. The agreements in the letter are binding, so read it as a contract. | You and the buyer, each with a lawyer |
| 5. Due diligence | The buyer checks your figures, contracts, staff, permits and tax position. You give accurate and complete information. Each finding leads to a lower price, a guarantee from you, or a stop. | The buyer’s accountants and lawyers; you answer |
| 6. Purchase agreement | What is sold, the price, the payment (at once, in parts, or partly later), the transfer date, your guarantees, the staff and a non-compete clause. | Lawyers on both sides |
| 7. Notary | A share sale closes with a notarial deed. The notary checks both parties under the anti-money laundering rules and passes the change on to the KVK. The buyer reports the new owners in the UBO register within seven days. | The notary, both parties |
| 8. After the sale | Your holding receives the price, invests it and pays you each year. The final accounts of the sold company up to the transfer date are closed. | You, with us |
Does your company have a works council? A company with at least 50 people at work has one, and it gives advice on a transfer of control (Works Councils Act, Articles 2 and 25). Plan that advice before the letter of intent is final.
A buyer from abroad
Companies and investors from abroad buy Dutch companies, and they usually buy through a Dutch acquisition company: a BV under their own holding. That BV signs the purchase agreement, takes the bank loan and owns your company after the deed. For you as seller, that means a Dutch counterparty at the notary, Dutch law on the contract and a buyer who needs a few weeks to set up its BV, open a bank account and pass the checks of the notary and the bank.
The buyer’s side is on buying a company in the Netherlands: the acquisition company, the interest deduction, transfer tax on real estate companies, the works council and the merger code. Read it to know what your buyer is working on while you wait for the deed.
Your holding after the sale
After the sale, your holding is your family’s investment company. It owns the proceeds, invests them and pays you a dividend each year. The low band of box 2 is used again every year, and the rest keeps growing inside the holding at corporate tax rates. For a family with more wealth, the holding grows into a family office in the Netherlands.
You can also borrow from your holding: up to €500,000 for you and your tax partner together, free of box 2 (2026). The cabinet proposes to lower that limit in five steps of €80,000 from 2027, to €100,000 in 2031; loans for your own home stay outside the limit. This is a proposal.
If you plan to live abroad after the sale, the Dutch tax on your shares stays due: the Netherlands works out box 2 on the day you leave and collects it later. The exit calculator shows the sale privately or through a holding, for owners who live in the Netherlands or abroad. More about tax after the sale: tax optimisation for owners.
Prices: your Dutch company (BV) from €2,950 excl. VAT, and a holding with an operating company from €4,950 excl. VAT. Partner work has its own price, which you see first. The company is yours and the address is yours: we provide the structure, the bookkeeping and the advice.
Who does what
- You decide on the buyer, the route, the price and the moment. You lead the talks, with our preparation, and you sign the deed yourself.
- We advise you, the seller, on the structure before the sale, the tax on the proceeds and the holding after the sale. We prepare each meeting with you and keep the books of your holding afterwards.
- Partners do the specialist work: the valuation, the acquisition adviser for the buyer search, the lawyer for the letter of intent and the purchase agreement, and the notary for the deed. You see each price first.
We advise one party: you. The buyer has its own advisers. Want our team to have a look?
Sources
- Belastingdienst, the participation exemption and what counts as a participation (5%) (read 27 October 2026).
- Rijksoverheid, the three boxes of income tax, box 2 rates (updated 22 September 2026).
- Eerste Kamer, letter of the Prime Minister and the Ministers of Finance of 30 September 2026, with the letter to the Tweede Kamer of 29 September 2026: box 2 top rate 29.2% for 2027 to 2030, borrowing limit to €100,000 (bill).
- Staatsblad 2024, 439, Wet aanpassing fiscale bedrijfsopvolgingsfaciliteiten 2025: holding periods for older owners and the exclusion since 1 January 2026 (18 December 2024).
- Tweede Kamer, fourth memorandum of amendment to the Tax Plan 2026, 36 812, nr. 58: the 5% ordinary shares rule, the family test and the dilution rule withdrawn (26 November 2025).
- business.gov.nl, selling your business: memorandum, letter of intent, due diligence, notary, staff (read 27 October 2026).
- KVK, the transfer of your business: share transactions at the notary, asset transactions (updated 3 June 2026).
- Belastingdienst, VAT when you change or end your business: a transfer of a going concern is free of VAT (read 27 October 2026).
- business.gov.nl, company takeover and employee rights (read 27 October 2026).
- Belastingdienst, transfer tax rates: 10.4% general rate (2026).
- Works Councils Act (Wet op de ondernemingsraden), Articles 2 and 25, version in force since 18 February 2023.
Last reviewed: 27 October 2026. Rates 2026 from the Belastingdienst and the Rijksoverheid; the 29.2% rate and the borrowing limit are proposals for the Tax Plan 2027, as in the cabinet letter of 29 September 2026.
Common questions
Ask about your own sale
Tell us about your company, who owns the shares and when you want to sell. You receive advice on the structure, the tax and the steps.
Related guides
More for owners who sell, and for the buyers across the table.