A Dutch B.V. is usually sold by a share deal, closed by a deed before a civil-law notary after the offer scheme or approval clause in the articles is cleared. A works council must advise if there is one, and investment screening applies to vital and sensitive-technology targets. A Dutch resident individual pays box 2 on the gain, 24.5% on the first EUR 68,843 and 31% above in 2026; a holding B.V. with 5% or more pays nothing under the participation exemption. Buyers of real estate companies pay 10.4% transfer tax on the property value.
Most Dutch B.V.s change hands by a share deal before a notary
An owner-managed Dutch B.V. is usually sold by selling its shares. The buyer gets the company as it stands: its contracts, its staff, its permits, its tax history and its liabilities, known or not. The alternative is an asset deal, in which the B.V. sells its business, or parts of it, to the buyer's own company and keeps everything else.
Three Dutch features shape the deal. Shares pass only by a notarial deed. The articles can force the seller to offer the shares to co-shareholders first. And the seller's tax depends on who holds the shares: an individual pays box 2, a holding B.V. usually nothing.
This note covers the deal mechanics and the tax on both sides. Our note on exit tax and selling through a B.V. or SOPARFI covers payout planning, pre-sale restructuring and emigration; the Luxembourg twin of this note covers SARLs and SAs.
Notarial deed
Article 2:196 Dutch Civil Code.
24.5% / 31%
31% above EUR 68,843 of gain.
0%
Participation exemption from a 5% stake.
10.4%
Transfer tax on the property value.
What moves, who consents and what it costs
In a share deal the legal entity stays the same. Employment contracts, leases, customer contracts and VAT numbers remain in place, subject to change of control clauses. The buyer protects itself through due diligence and the contract, not through the structure.
In an asset deal the B.V. transfers selected assets and contracts. Contracts need the counterparty's cooperation and some permits must be applied for again. The buyer leaves history behind and gets a higher depreciation base; the seller pays corporate tax in the B.V., then box 2 on payout.
| Point | Share deal | Asset deal |
|---|---|---|
| What passes | The shares; the company is unchanged | Chosen assets, contracts and liabilities |
| Formality | Notarial deed of transfer | Separate transfer per asset; notarial deed for real estate |
| Employees | Same employer, no transfer | Transfer automatically with the undertaking (Art. 7:662 BW) |
| VAT | Exempt share supply | No VAT if a going concern is transferred (Art. 37d Wet OB) |
| Transfer tax | Only for real estate companies | On any real estate transferred |
| Seller's tax | Box 2 or participation exemption | Corporate tax in the B.V., then box 2 on payout |
| Buyer's tax base | Historic book values | Price allocated to assets, including goodwill |
Employees. When an economic unit that keeps its identity passes to a buyer, Articles 7:662 to 7:666 of the Civil Code move the employment contracts to the buyer on their existing terms. The transfer is no ground for dismissal, and for one year the seller remains jointly liable for obligations that arose before it.
VAT. Article 37d of the Turnover Tax Act treats the transfer of a business, or an independent part of it, to a buyer who continues it as no supply. No VAT is charged and the buyer takes over the seller's VAT position on capital goods. A buyer of loose assets only pays 21% VAT.
A Dutch B.V. runs a webshop with six employees. A competitor buys the business for EUR 800,000: stock, domain, brand, customer database, warehouse lease and staff. The B.V. keeps its cash, a tax dispute and its bank loan. Because a going concern passes and the buyer continues it, Article 37d applies and no VAT of EUR 168,000 is charged. The six employees transfer with their seniority and holiday balances. The tax book value of the assets is EUR 150,000, so the B.V. makes a gain of EUR 650,000: corporate tax is 19% on EUR 200,000 and 25.8% on EUR 450,000, EUR 154,100 in total.
Law and practice: Dutch Civil Code (BW), Articles 7:662 to 7:666 (transfer of undertaking), implementing Directive 2001/23/EC; Turnover Tax Act 1968 (Wet OB), Article 37d; Corporate Income Tax Act 1969 (Wet Vpb), Article 22 (19% up to EUR 200,000, 25.8% above in 2026); Income Tax Act 2001, Article 3.30 (goodwill depreciation). Belastingdienst, 'Overname van een onderneming'.
From letter of intent to closing, and the clauses that move money
A sale to a third party typically takes three to six months, longer with screening, a works council or a bank.
- Confidentiality and teaserAn NDA before any figures change hands, with a non-solicitation clause for staff and customers.
- Letter of intentPrice mechanism, structure, exclusivity and timetable; binding only on exclusivity, confidentiality and costs.
- Due diligenceFour to eight weeks in a data room: corporate, tax, employment, contracts, IP, real estate, financing.
- Share purchase agreementPrice, warranties, indemnities, covenants, conditions precedent and the disclosure letter.
- SigningApprovals that are conditions precedent are obtained between signing and closing.
- ClosingNotarial deed of transfer, payment through the notary's third-party account, resignations and appointments, register and UBO filings.
Due diligence in a Dutch B.V. The notary rebuilds the chain of title from the deed of incorporation through every later deed and checks it against the shareholders' register. Missing deeds, unpaid shares and transfers that ignored the articles are the classic defects. The tax review covers corporate tax, VAT, wage tax and any fiscal unity.
Locked box or completion accounts. With a locked box the price is fixed on a past balance sheet and the seller promises that no value leaks out until closing. With completion accounts the price is adjusted after closing for actual net debt and working capital. Owner-managed deals often use a locked box.
Warranties, indemnities and W&I insurance. The seller warrants facts about the company, qualified by the disclosure letter. Specific indemnities cover known risks euro for euro, such as a pending tax audit. Dutch SPAs set a de minimis per claim, a basket, a cap, often 10% to 30% of the price for business warranties, and a time limit of 18 to 24 months, longer for tax and title. Warranty and indemnity insurance shifts unknown risk to an insurer; it has become usual in mid-market deals and allows a clean exit with a low seller cap.
Earn-out and vendor loan. An earn-out bridges a valuation gap but needs a precise metric. A vendor loan defers part of the price; the seller ranks behind the bank. Both affect the seller's tax (section 06).
Law and practice: Dutch Civil Code, Book 7, Articles 7:1 et seq. (sale), applicable to the sale of rights by Article 7:47; Book 6 on damages. Market practice on warranty caps and periods varies; figures given are typical ranges, not legal limits.
Notary, blocking clause, registers, works council and screening
Notarial deed. Under Article 2:196 of the Civil Code, shares in a B.V. are transferred by a deed executed before a civil-law notary established in the Netherlands, with the company as a party or acknowledging the transfer. The notary checks title and the articles and identifies the buyer and its beneficial owners. Parties can sign by power of attorney, so foreign parties need not travel.
Blocking clause. Since the Flex B.V. reform of 1 October 2012, transfer restrictions are optional, but the statutory default remains. Unless the articles provide otherwise, a shareholder who wants to sell must first offer the shares to the other shareholders, at a price set by agreement or by independent experts (Article 2:195). Many articles require approval of the general meeting instead. Either way, complete or waive the procedure in writing before the deed. A shareholders' agreement often adds drag-along, tag-along and right of first refusal clauses.
Registers. The board updates the shareholders' register (Article 2:194). The Trade Register at the KvK does not record ordinary shareholders, but it does record a sole shareholder, and the company must report a change in its ultimate beneficial owners within seven days. New directors are registered as well.
| Approval | When it applies | Effect on timetable |
|---|---|---|
| Offer scheme or approval clause | Articles of association, unless excluded | Weeks; waivers can be signed at once |
| Works council advice (WOR Art. 25) | Target or group has a works council, mandatory from 50 people | Advice before the decision; one-month appeal window if not followed |
| SER Merger Code | 50 or more people in the Netherlands and unions involved | Notify unions and SER before agreement is reached |
| Investment screening (Vifo Act) | Vital providers, sensitive technology, business campuses | Standstill; 8 weeks, extendable by up to 6 months |
| Merger control (ACM) | Combined turnover above the statutory thresholds | Four-week first phase |
Works council. A decision to transfer control of the enterprise needs the works council's advice under Article 25 of the Works Councils Act, while the advice can still influence it. If the company departs from the advice, it must wait one month, during which the council can appeal to the Enterprise Chamber of the Amsterdam Court of Appeal.
Investment screening. The Wet Vifo, in force since 1 June 2023, requires notification to the Investment Screening Bureau (BTI) before control is acquired of a vital provider, a business campus manager or a sensitive technology company, including dual-use goods. It applies to Dutch and foreign buyers alike, closing must wait, and fines reach 10% of turnover.
Share pledge. A bank financing the buyer takes a pledge on the shares, also by notarial deed, at closing. Security from the target itself is possible, but its directors must be able to justify it in the B.V.'s own interest.
Law and practice: Dutch Civil Code, Articles 2:194 to 2:196a and 2:198 (shares, transfer, pledge), 2:207c (financial assistance, abolished for B.V.s in 2012, directors' duties remain); Works Councils Act (WOR), Articles 2, 25 and 26; SER Merger Code 2015 (SER Fusiegedragsregels); Wet Vifo of 2023 and Regulation (EU) 2019/452; Competition Act, Article 29. KvK, 'UBO-opgave doen'.
When buying shares triggers 10.4% transfer tax
Buying shares normally carries no Dutch transfer tax. The exception is a real estate company. Under Article 4 of the Legal Transactions Taxes Act, acquiring shares in a company is treated as acquiring its real estate when two tests are met, at the time of the acquisition or in the preceding year:
- Asset test. More than half of the company's assets, at market value, consists of real estate, and at least 30% of its assets is real estate in the Netherlands.
- Purpose test. At least 70% of that real estate serves acquiring, disposing of or letting real estate. Offices or warehouses used in the company's own business do not count.
- Size of the stake. The buyer, alone or with related persons, acquires or extends a holding of at least one third of the shares.
The tax is levied on the market value of the real estate, not the share price, and debt is not deducted. In 2026 the rate is 10.4% for non-residential property and 8% for residential property not used as the buyer's home. Holdings of related parties are aggregated.
A B.V. owns three leased warehouses worth EUR 10 million and has EUR 6 million of bank debt. A buyer acquires 100% of the shares for EUR 4 million. Both tests are met. Transfer tax is 10.4% of EUR 10 million: EUR 1,040,000, more than a quarter of the price. Had the B.V. used the warehouses in its own business, no transfer tax would be due.
Law and practice: Legal Transactions Taxes Act 1970 (Wet BRV), Articles 4 and 14 (rates); Belastingdienst, 'Tarieven overdrachtsbelasting': 10.4% for non-residential property and 8% for residential property not used as a main residence in 2026. See our note on property companies.
Box 2, the holding route and sellers abroad
Dutch resident individual. A shareholder who, with a fiscal partner, holds at least 5% of the issued capital has a substantial interest (aanmerkelijk belang). The gain on a sale is box 2 income: the price minus the acquisition price and selling costs. In 2026 the rate is 24.5% on the first EUR 68,843 per person and 31% above. A cabinet proposal of 29 September 2026 would lower the top rate to 29.2% for 2027 to 2030; it is a proposal, not law.
A Dutch resident founded her B.V. with EUR 18,000 of capital and sells all shares for EUR 3 million in 2026. The gain is EUR 2,982,000. Box 2 tax: 24.5% of EUR 68,843 is EUR 16,867, plus 31% of EUR 2,913,157 is EUR 903,079: EUR 919,945 in total. She keeps about EUR 2,080,055, less deductible costs of the sale such as M&A advisers, which reduce the gain. The tax is due in the year of transfer, even on part of the price paid later.
Selling through a holding B.V. If a personal holding owns at least 5% of the nominal paid-up capital of the operating B.V., the gain is exempt from corporate tax under the participation exemption. The B.V. pays no tax at sale, cannot deduct the sale costs, and the owner pays box 2 only on what the holding distributes.
The founder of example (a) has held her operating B.V. through a personal holding since incorporation. The holding sells for EUR 3 million and pays no corporate tax. She takes EUR 500,000 as a dividend in 2026: box 2 is EUR 150,525, against which the 15% dividend tax withheld, EUR 75,000, is credited. EUR 2.5 million stays invested. A full payout would cost about the same as a direct sale; the gain is deferral and timing.
A holding interposed shortly before a sale does not get this result. The share-for-share exchange that would create it is presumed to be aimed at avoiding tax; our exit tax note explains the anti-abuse rule and what works instead.
Pre-sale dividend or higher price. For an individual seller, a dividend and a gain are both box 2 income, so the choice is close to neutral; for a holding seller both are exempt. The constraint is company law: the board may only approve a distribution that passes the tests of Article 2:216 BW, and directors are liable if the B.V. cannot then pay its debts. See our note on a B.V. in difficulty.
Earn-out. For an individual, an earn-out is part of the box 2 price; payments tied to the seller staying on as employee risk being taxed as wages. For a holding seller it is exempt as part of the price.
Non-resident individual. A non-resident with at least 5% in a Dutch B.V. is taxable on the gain in box 2 in principle, but the treaty decides. Most Dutch treaties give the gain to the residence state; several let the Netherlands tax a former resident for some years after leaving, and an emigrant's protective assessment becomes payable on a sale. Our note on dividends to non-residents covers the payout side.
Foreign company. A foreign company with 5% or more is taxable on the gain only if the stake is held mainly to avoid Dutch income tax or dividend tax for someone else and the arrangement is artificial.
Gifts to children. A transfer to the next generation is usually not a sale. The business succession relief (BOR) exempts most of the value of business assets from gift and inheritance tax, and the box 2 rollover (doorschuifregeling) lets the child take over the parent's acquisition price. From 2026, preference shares are largely excluded.
Law and practice: Income Tax Act 2001 (Wet IB 2001), Articles 2.12, 4.6, 4.12 et seq., 4.17a to 4.17c, 4.41 and 7.5; Corporate Income Tax Act 1969, Articles 13 and 17(3)(b); Dividend Tax Act 1965; Inheritance Tax Act 1956, Articles 35b to 35f (BOR). Rates: KvK, 'Belastingtarieven 2026'. Box 2 proposal for 2027–2030: cabinet letter of 29 September 2026.
Acquisition holding, interest and what the buyer inherits
A buyer normally acquires through a new acquisition holding B.V., funded with equity, bank debt and sometimes a vendor loan.
| Point | Rule in 2026 |
|---|---|
| Fiscal unity | Holding and target taxed as one from 95% of the shares; interest offset against target profit |
| Earnings stripping | Net interest deductible up to 24.5% of tax EBITDA or EUR 1 million, whichever is higher |
| Related-party debt | Article 10a Vpb denies interest on group loans used to acquire a company that becomes related, unless business reasons are shown |
| Step-up | None in a share deal: the target keeps historic book values |
| Losses | Carry forward unlimited in time, offset above EUR 1 million capped at 50%; a change of 30% or more in ownership can forfeit them |
Fiscal unity. With at least 95% of the shares, the holding and the target can request a fiscal unity for corporate tax. The acquisition interest in the holding is then set against the target's profit, within the earnings stripping limit. The EUR 1 million threshold means most mid-market acquisition debt is fully deductible; see our note on interest limitation.
No step-up. A share deal gives the buyer no depreciation on the price above book value; an asset deal does. Sellers with the participation exemption rarely accept an asset deal without a higher price.
What the buyer inherits. All tax history stays with the company, including joint liability for taxes of the seller's fiscal unity. Check the last annual accounts and UBO filings; our annual compliance calendar lists them.
Law and practice: Corporate Income Tax Act 1969, Articles 10a, 15 to 15aj (fiscal unity), 15b (earnings stripping, 24.5% from 2025) and 20 to 20a (losses); Belastingplan 2025; Collection of State Taxes Act 1990, Article 39 (joint liability in a fiscal unity).
Estimate the seller's tax and check the approvals
Enter the seller, the price for the stake and the acquisition cost. The checker applies the 2026 box 2 brackets for one person, the participation exemption and the corporate tax rates, and lists the steps and approvals that apply. It is a first orientation, not tax advice.
Selling a Dutch B.V.: tax, steps and approvals
Describe the seller and the deal. You get an indicative Dutch tax on the sale, the net proceeds, the transfer route, the approvals to obtain and the red flags to clear before signing.
Shares pass only by notarial deed.
Check the blocking clause before signing.
0% on the gain from a 5% stake.
10.4% on the value, not the price.
Buying and selling a Dutch B.V.: frequent questions
Do I need a notary to sell shares in a Dutch B.V.?
Yes. Shares in a B.V. are registered shares and pass only by a notarial deed executed before a civil-law notary in the Netherlands, to which the company is a party or which it acknowledges (Article 2:196 Dutch Civil Code). The share purchase agreement can be signed privately.
What is the box 2 tax on selling my B.V. in 2026?
A Dutch resident who holds at least 5% pays box 2 income tax on the gain, sale price minus acquisition price and selling costs: 24.5% on the first EUR 68,843 and 31% above, per person. A proposal would cut the top rate to 29.2% for 2027 to 2030.
Is the gain tax-free if my holding B.V. sells the operating company?
Usually, yes. A Dutch B.V. holding at least 5% of the nominal paid-up capital applies the participation exemption and pays no corporate tax on the gain. The box 2 tax comes later, when the holding pays the money out to you.
Does the buyer pay transfer tax on shares in a Dutch B.V.?
Only if the B.V. is a real estate company in the sense of the transfer tax law, mainly holding let or traded property, and the buyer acquires at least a third of the shares. The tax is 10.4% of the value of non-residential property in 2026.
Does the works council have a say in the sale of the shares?
If the target or its group has a works council, the decision to transfer control is subject to its advice under Article 25 of the Works Councils Act, before the decision is final. With 50 or more people in the Netherlands, the SER Merger Code also requires notifying the unions and the SER.