A Dutch B.V. selling a stake of at least 5%, or a Luxembourg SOPARFI with 10% or EUR 6 million held for twelve months, pays no corporate tax on the gain. The tax comes when the money reaches you: box 2 at 24.5% and 31% in 2026, with a proposed top rate of 29.2% for 2027 to 2030, or about 22.9% on a dividend for a Luxembourg resident. Selling personally costs about the same on a full payout but removes the deferral. Restructure years before a sale, and plan emigration before it.
Selling a business is a two-step tax event
When you sell a company, two questions decide what you keep. The first is whether the gain on the shares is taxed at all. The second is what it costs to move the money from the seller, which may be a holding company, into your own bank account.
In the Netherlands and Luxembourg the first step is usually free if a holding company sells. A Dutch B.V. applies the participation exemption from a 5% stake; a Luxembourg SOPARFI from a 10% stake or an acquisition price of EUR 6 million, held for twelve months. The gain is exempt from corporate tax. The tax sits in the second step, the payment to you: box 2 at 24.5% and 31% in 2026 for a Dutch resident, or Luxembourg income tax with half of the dividend exempt for a Luxembourg resident.
An individual who sells directly pays both steps at once. A holding that sells pays nothing now and leaves the timing to you. That matters in 2026, because the Dutch cabinet proposed on 29 September 2026 to cut the top box 2 rate to 29.2% for 2027 to 2030.
5% stake
Participation exemption on the gain in a B.V.
10% or EUR 6m
Plus 12 months of holding.
24.5% / 31%
On dividends and direct sales in 2026.
29.2%
Proposed top rate, not yet law.
Step one: the participation exemption on the sale
The participation exemption exists to avoid taxing the same profit twice: once in the subsidiary and once in the holding. In both countries it covers dividends and capital gains on qualifying shares. For a sale, the details that matter are the size of the stake, the type of subsidiary and, in Luxembourg, the holding period.
| Condition | Dutch B.V. (Article 13 Vpb) | Luxembourg SOPARFI (Article 166 LIR) |
|---|---|---|
| Minimum stake | 5% of the nominal paid-up capital | 10% of the capital, or acquisition price of at least EUR 6 million |
| Holding period | None for the gain | 12 months without interruption, or a commitment to hold that long |
| Type of subsidiary | Not a low-taxed portfolio investment (motive, asset and subject-to-tax tests) | Fully taxable company: Luxembourg capital company, EU Parent-Subsidiary company or non-resident subject to a comparable tax |
| Recapture | No recapture of earlier costs; sale costs are not deductible | Gain taxable up to expenses and write-downs on the shares deducted in earlier years |
| Corporate tax on the qualifying gain | 0% | 0% |
| Rate if the exemption fails | 19% to EUR 200,000; 25.8% above | 23.87% combined in Luxembourg City (22.80% planned for 2027) |
The Dutch test is generous. A B.V. that owns at least 5% of an operating company qualifies from the first day. The full gain is exempt, and the costs of the sale, such as M&A advisers, cannot be deducted.
Luxembourg asks for more. The stake must be 10%, or have cost at least EUR 6 million, and it must have been held for twelve months. A commitment to hold for twelve months also works, but a sale after five months breaks it. The recapture rule is the other trap. Interest on acquisition debt and write-downs that the SOPARFI deducted in earlier years make the gain taxable up to their total. In practice this is often neutral, because those deductions created tax losses that now absorb the recaptured gain, but only if the losses were not used elsewhere.
A SOPARFI bought a German GmbH for EUR 8 million with a shareholder loan and deducted EUR 900,000 of interest over five years against little other income. It sells for EUR 14 million. The gain is EUR 6 million; EUR 900,000 is recaptured and taxable, but the SOPARFI carries forward losses of about the same amount. Net corporate tax on the sale: close to zero. If the losses had been surrendered in a fiscal unity, the recapture would cost about EUR 215,000 at 23.87%.
Law and practice: Netherlands: Corporate Income Tax Act 1969 (Wet Vpb), Article 13 and following (deelnemingsvrijstelling). Luxembourg: Income Tax Law (LIR), Article 166, and the Grand-Ducal Regulation of 21 December 2001 for capital gains; since tax year 2025 a SOPARFI may opt out yearly for a stake that qualifies only on the EUR 6 million test. Luxembourg budget bill no. 8800 of 7 October 2026 does not change the 12-month corporate holding period; it extends the six-month periods for individuals and non-residents, discussed below.
Step two: getting the cash to you
Money in a holding is not yet yours. To spend it, the holding pays a dividend, repays capital or is liquidated. The tax depends on where you live, not on where the holding is.
| Owner lives in | Dividend from the holding | Liquidation or repayment of capital |
|---|---|---|
| The Netherlands, Dutch B.V. | Box 2: 24.5% to EUR 68,843 and 31% above in 2026; proposed 24.5% to EUR 69,607 and 29.2% above for 2027–2030. 15% Dutch dividend tax withheld and credited | Repayment of paid-up capital is tax-free; liquidation proceeds above paid-up capital are box 2 income and subject to dividend tax |
| The Netherlands, Luxembourg SOPARFI | Box 2 at the same rates; Luxembourg withholds 15% and the Netherlands credits it under the treaty | Box 2 on the gain over the acquisition price; no Luxembourg withholding on liquidation proceeds |
| Luxembourg, SOPARFI | 50% of the dividend exempt, the rest at progressive rates: at most about 22.9%; 15% withheld and credited | Treated as a capital gain on a substantial shareholding held more than six months: half the global rate, with an allowance of EUR 50,000 (EUR 100,000 for couples) per ten years |
| Elsewhere | Dividend tax of 15% in the Netherlands or Luxembourg, reduced by treaty in some cases, plus tax in your country | Usually taxed only in your country of residence; Luxembourg keeps a narrow right on some former residents |
For a Dutch resident, the holding's country barely matters. Box 2 taxes a dividend from a Luxembourg SOPARFI exactly as one from a Dutch B.V., and the Luxembourg withholding tax is credited.
For a Luxembourg resident, the numbers are lower. Half of a dividend from a fully taxable company is exempt and the rest is taxed at up to 45.78%, so the effective top rate is about 22.9%. A liquidation of a stake above 10% held for more than six months is taxed at half the global rate, a similar level, with a ten-year allowance. Budget bill no. 8800 proposes to lengthen the six months to twelve from 2027.
A Dutch resident owner sells his operating company through his B.V. for a gain of EUR 2 million. The B.V. pays no corporate tax on the gain. If it pays the full amount to him as a dividend in 2026, box 2 tax is about EUR 615,500 and he keeps about EUR 1.38 million. Paid in 2027, and if the proposal passes, the tax is about EUR 580,700: some EUR 34,800 less. A Luxembourg resident with a SOPARFI in the same position pays about EUR 457,800 on a dividend at the top rate.
Law and practice: Netherlands: Income Tax Act 2001 (Wet IB 2001), Chapter 4 (aanmerkelijk belang) and Article 2.12 for the box 2 rates; Dividend Tax Act 1965 (Wet DB), 15%; cabinet proposal of 29 September 2026 on box 2 for 2027–2030, which needs approval by both chambers. Luxembourg: LIR Article 115, no. 15a (50% exemption), Articles 100 and 101 (substantial shareholdings and liquidation), Article 131 (half global rate), Article 147 (withholding tax exemptions). Double tax treaty between the Netherlands and Luxembourg, Article 10.
Direct sale by an individual or sale through a holding
If you hold the shares of your operating company personally, a sale is a box 2 event in the Netherlands, taxed in the year of the transfer. If a holding owns them, the sale is tax-free and the box 2 tax only arises when you take the money out. On a full payout the two routes cost about the same. The difference is the deferral, and what the deferral lets you do with the money.
| EUR 10 million gain, Dutch resident owner | Tax at sale | Tax on payout | Net to the owner |
|---|---|---|---|
| Direct sale by the individual, 2026 | About EUR 3,095,500 | None | About EUR 6,904,500 |
| Sale by B.V., full payout in 2026 | 0 | About EUR 3,095,500 | About EUR 6,904,500 |
| Sale by B.V., full payout in 2027 (proposal) | 0 | About EUR 2,916,700 | About EUR 7,083,300 |
| Sale by B.V., money reinvested | 0 | Deferred until paid out | EUR 10 million working capital in the B.V. |
Reinvestment is the real argument for a holding. A founder who wants to buy another business or invest in funds can do so with the full EUR 10 million instead of EUR 6.9 million, and the B.V. avoids box 3. The price is that box 2 waits in the background: every payout triggers it, and so does emigration.
A Dutch founder sells through her B.V. in November 2026 for a gain of EUR 10 million. She needs EUR 1 million privately now and wants to invest the rest through the B.V. She pays out EUR 1 million in December 2026 at about EUR 305,500 of box 2 tax, and plans further payouts from 2027. If the 29.2% top rate is adopted, every EUR 1 million paid out in 2027 to 2030 costs about EUR 18,000 less than in 2026. If it fails, she has lost nothing.
Law and practice: Income Tax Act 2001, Article 4.12 and following (sale of a substantial interest); Corporate Income Tax Act 1969, Article 13. Box 3 does not apply to assets held by a B.V.; the B.V. pays corporate tax at 19% on the first EUR 200,000 of profit and 25.8% above.
Pre-sale restructuring: what works and what does not
Owners who hold their shares personally often ask whether they can put a holding above the shares just before the sale. In the Netherlands, a share-for-share exchange (aandelenfusie) lets an individual transfer the shares to a new B.V. in return for new shares without paying box 2 tax: the claim rolls over to the holding shares. After that, the holding can sell tax-free.
The law blocks this when the main purpose is to avoid or defer tax. The rollover is presumed abusive without sound business reasons, and a sale already being negotiated is the textbook example. Interposing a holding weeks before a sale, with the buyer at the table, does not work. Interposing it years earlier, with a reason of its own, usually does. For a large deal, ask for a ruling.
- Do it earlyInterpose the holding when there is no buyer in sight, ideally years before a sale, and document why: financing, risk separation, a second business, succession.
- Use the right facilityShare-for-share exchange for an individual (Articles 4.41 and 3.55 Wet IB); legal merger or demerger for group companies, each with its own anti-abuse rule.
- Mind the 5% and the 12 monthsA Dutch holding qualifies from day one; a Luxembourg SOPARFI only after twelve months of holding, or with a commitment.
- Check the buyer's financingIf the buyer borrows within its group to buy your shares, Article 10a Vpb may limit its interest deduction, which can affect the price.
- Ask for certaintyA prior ruling from the Belastingdienst or an advance confirmation in Luxembourg for transactions with real money at stake.
The doorschuiffaciliteit is a different tool. It defers box 2 when a substantial interest in a business company passes to heirs, donees or employees who continue the business, and is not meant for a sale to a third party.
Law and practice: Income Tax Act 2001, Article 4.41 (rollover on share-for-share exchange, legal merger and demerger) with Article 3.57 by reference (anti-abuse presumption) and Articles 4.17a to 4.17c (doorschuiffaciliteit); Corporate Income Tax Act 1969, Article 10a (interest on related-party debt for tainted transactions), and Articles 14a and 14b (demergers and mergers). Luxembourg: LIR Articles 22bis (exchange of shares) and 6 of the General Tax Law (abuse of law).
Earn-outs, vendor loans and timing around 2027
Few businesses are sold for a single cash payment. Buyers ask for part of the price to depend on future results (an earn-out) or to be paid later as a loan (a vendor loan). The tax treatment follows the seller.
| Term | Individual seller (NL box 2) | Dutch B.V. or Luxembourg SOPARFI as seller |
|---|---|---|
| Fixed price paid at closing | Box 2 in the year of transfer | Exempt under the participation exemption |
| Earn-out | Box 2; the timing depends on how far the amount can be estimated at the transfer; differences later can lead to an adjustment | Exempt as part of the sale price |
| Vendor loan: principal | Part of the sale price, taxed in the year of transfer even though paid later | Exempt as part of the sale price |
| Vendor loan: interest | The loan receivable falls in box 3 after the sale | Taxable at 19% / 25.8% (NL) or 23.87% (LU, 22.80% planned for 2027) |
For an individual, the risk of a vendor loan is a tax bill on money not yet received. A seller who expects a large deferred price is usually better off selling through a holding, which pays no tax on the price and simply holds a receivable.
Timing around 1 January 2027 has three angles. The Dutch box 2 proposal makes a payout or direct sale in 2027 cheaper than in December 2026, if it passes. The Luxembourg budget extends the six-month period for individuals and non-residents to twelve months. And the Dutch proposal to lower the threshold for excessive borrowing from your own B.V. from EUR 500,000 to EUR 420,000 in 2027, and to EUR 100,000 by 2031, makes taking proceeds out as a loan less attractive.
A B.V. sells its 60% stake in a software company for EUR 4 million at closing plus an earn-out of up to EUR 2 million over three years. The full amount, including the earn-out, is exempt in the B.V. The owner pays box 2 only on what he takes out, and can time each payout. Sold personally, he would have had to estimate the earn-out in the year of sale and pay box 2 on money that might never arrive.
Law and practice: Income Tax Act 2001, Article 4.12 and following; Corporate Income Tax Act 1969, Article 13; Luxembourg budget bill no. 8800, amendments to LIR Articles 99bis, 100 and 156; Dutch Act on excessive borrowing from one's own company (Wet excessief lenen bij eigen vennootschap); the threshold path for 2027–2031 is a proposal of 29 September 2026.
Emigration and exit taxes
Many owners sell and move, or move and then sell. The order matters. When a Dutch resident with a substantial interest (5% or more) emigrates, the law treats the shares as sold at market value on the day of departure. The Belastingdienst imposes a protective assessment (conserverende aanslag) on the box 2 gain, at the box 2 rate of that year.
Payment is deferred. For those who left after 15 September 2015, the deferral lasts for life and the assessment is not remitted after ten years. It becomes payable, in whole or in part, when you sell the shares, receive a dividend or the company stops. Moving to a country outside the EU usually requires security, such as a bank guarantee or a pledge; Norway, Iceland and Liechtenstein are treated as EU for this purpose. In practice the Dutch claim on a future sale and on the reserves stays with you, wherever you go.
| Situation | Netherlands | Luxembourg |
|---|---|---|
| Individual owner emigrates | Deemed sale; protective assessment on the box 2 gain, deferred for life | No general exit tax; Luxembourg can tax a later gain on a stake above 10% in some cases within five years for long-term former residents, if the treaty allows |
| Company moves its tax residence or assets abroad | Exit tax on hidden reserves (Article 15c Vpb); payment in five annual instalments within the EU/EEA | Exit tax on hidden reserves (Article 38 LIR); payment in five annual instalments within the EU/EEA |
If you plan to move, ask before the sale whether the new country taxes the gain and gives a step-up to market value on arrival, so that the Dutch gain is not taxed twice.
A Dutch owner holds his B.V., which owns an operating company worth EUR 6 million with an acquisition price of EUR 200,000. He moves to Spain and receives a protective assessment of about EUR 1.79 million at 2026 rates. When the B.V. later sells and pays out, the dividends trigger payment of the Dutch assessment, and Spain may tax them too, with a treaty credit. Planned before the move, the order and form of payouts can stop the two taxes from stacking.
Law and practice: Income Tax Act 2001, Article 4.16, paragraph 1, letter h (deemed sale on emigration); Collection of State Taxes Act 1990 (Invorderingswet), Article 25, paragraph 8 (deferral); Corporate Income Tax Act 1969, Article 15c and following; LIR Article 38 and Article 156, no. 8 (non-resident gains); Council Directive (EU) 2016/1164 (ATAD), Article 5, for company exit taxes.
Selling your business: what reaches you
Simplified: a single owner, no fiscal partner, no other box 2 income, gain treated as a dividend on payout, Luxembourg resident at the top marginal rate. The result updates with each answer.
Selling your business: what reaches you
Enter the gain on the shares and choose how you hold them. You see the tax at the moment of sale, the tax when the cash is paid out to you, the net amount and a comparison of the three routes.
The gain and the payout are taxed separately.
Exempt gain, tax only on what you take out.
A holding added just before a sale is a red flag.
29.2% top box 2 rate, if adopted.
Selling a business through a B.V. or SOPARFI: frequent questions
Is the gain on selling a subsidiary tax-free in the Netherlands?
Usually, yes. A Dutch B.V. holding at least 5% of the nominal paid-up share capital of the company it sells applies the participation exemption, and the whole gain is exempt from corporate tax. The exemption is denied for low-taxed portfolio investments; an operating company passes that test easily. Costs of selling the shares are not deductible.
What does a Luxembourg SOPARFI need for a tax-free gain?
A holding of at least 10% or an acquisition price of at least EUR 6 million, held for at least 12 months without interruption (or a commitment to hold it that long). The subsidiary must be fully taxable, and earlier deductions on the shares are recaptured.
Does the 2027 Luxembourg budget change the 12-month rule for SOPARFIs?
No. The 12-month holding period for the corporate participation exemption stays as it is. Budget bill no. 8800 extends from six to twelve months the period that matters for individuals: the speculative gains rule and the rules for substantial shareholdings, including gains that non-residents realise on stakes above 10%. The bill still has to pass.
Should I wait until 2027 to take my sale proceeds out of my B.V.?
If the Dutch proposal of 29 September 2026 is adopted, the top box 2 rate falls from 31% to 29.2% for 2027 to 2030. On EUR 2 million that saves about EUR 35,000. Until the Senate votes it is an option, not a certainty.
What happens to my box 2 claim if I leave the Netherlands?
On emigration the Dutch tax authorities treat your substantial interest as sold and issue a protective assessment (conserverende aanslag). For emigration after 15 September 2015 payment is deferred for life, but it becomes due when you sell the shares, receive dividends or the company is wound up. Moving outside the EU usually requires security.
Can I put a holding company above my shares just before the sale?
A share-for-share exchange can roll over the box 2 claim to the holding, but not when its main purpose is to avoid tax. A sale already being negotiated is the classic case the anti-abuse rule targets. Restructure years before a sale, not weeks.