When you move, your old country may tax the gain on your shares: Germany with seven annual instalments, France with automatic deferral inside the EU, Spain only above high thresholds, the UK only if you return within five years. The Netherlands, Luxembourg and Belgium reset the cost of your shares on arrival. If you are the only real manager, your foreign company follows you and becomes resident or taxable where you live. Incoming regimes cut tax on a real salary, not on dividends. Decide the company plan before you move.
You move, and your company may move with you without asking
Many owner-directors move to Amsterdam, Luxembourg or Brussels and keep running their German GmbH, French SAS, Spanish S.L. or English limited from the new kitchen table. The register, the bank and the accountant stay where they were. On paper, nothing has moved.
Tax law sees it differently. Three things happen on the day you move. First, your personal tax residence changes, and your old country may tax the increase in value of your shares as if you had sold them. Second, your company may follow you: in the Netherlands, Luxembourg and Belgium a company is resident where it is effectively managed, and if the only manager lives there, that is usually where it is managed. Third, you may qualify for an incoming regime that cuts tax on your salary for years, but only if the salary is paid in the right way.
This note takes the three in order, with 2026 figures, and then compares the plans owners choose: keep the foreign company, move it, or start a new one.
Personal residence
Home, family and the treaty tie-breaker decide.
Exit tax
Germany, France and Spain tax unrealised gains.
Place of management
It can become resident where you live.
Incoming regimes
30% ruling, impatriate regime, Belgian expat regime.
When you become resident in the new country, and when you stop being resident in the old one
Each country applies its own test. The Netherlands looks at all the facts: home, family, work and social life. Luxembourg treats you as resident if you have your domicile or your habitual abode there, which in practice means more than six months of presence or a home you actually live in. Belgium looks at your domicile and the seat of your wealth, and presumes residence if you are registered in the population register.
The old country does not let go easily. Germany keeps you resident while you keep a home there you can use. France looks at your home, your main professional activity and the centre of your economic interests; staying director of a French company can be enough. Spain counts 183 days and presumes residence if your spouse and minor children stay behind. The UK applies its statutory residence test of days and ties.
If both countries claim you, the tax treaty decides through the tie-breaker in Article 4: first the country where you have a permanent home available, then the centre of vital interests, then habitual abode, then nationality. A family left behind in Madrid usually means Spain wins.
Law and practice: Article 4 of the OECD Model Tax Convention and the treaties between the Benelux countries and Germany, France, Spain and the UK; section 8 of the German Fiscal Code (AO); Article 4 B of the French General Tax Code (CGI); Article 9 of the Spanish Personal Income Tax Law (LIRPF); Finance Act 2013, Schedule 45 (UK statutory residence test). Article 4 of the Dutch General Act on State Taxes (AWR) and section 2 of the Luxembourg Tax Adaptation Law (StAnpG).
What your old country taxes when you leave
Germany, France and Spain treat a departing shareholder as if he had sold his shares on the day before he left. The gain is the difference between today's market value and what he paid. No cash comes in, but tax is due, or at least assessed. The United Kingdom has no general exit tax for individuals and uses a different tool, the temporary non-residence rules.
| Country | Who is caught | Tax on the deemed gain | Payment |
|---|---|---|---|
| Germany (section 6 AStG) | 7 of the last 12 years resident; at least 1% held in the last 5 years | Partial income method: 60% of the gain at personal rates, up to about 47.5% with the solidarity surcharge | Seven annual instalments on request, usually against security; lapses on return within 7 years (extendable) |
| France (Article 167 bis CGI) | 6 of the last 10 years resident; shares worth EUR 800,000 or more, or 50% of a company | 12.8% income tax plus social charges: 31.4% in 2026 | Automatic deferral for EU and EEA moves; cancelled after 2 years (value below EUR 2.57 million) or 5 years |
| Spain (Article 95 bis LIRPF) | 10 of the last 15 years resident; shares worth over EUR 4 million, or over 25% of a company worth over EUR 1 million | Savings scale, 19% to 30% | For EU and EEA moves, tax only if you sell within 10 years or move outside the EU or EEA |
| United Kingdom | No exit tax; temporary non-residence rules if you return within 5 years | Gains on assets held at departure taxed in the year of return | Close company dividends taxable on return for returns from 6 April 2026 |
Germany is the strictest. Since 2022 the seven instalments apply to every destination, including EU states, usually against a bank guarantee or a pledge over the shares. A sale during the seven years makes the rest due at once.
Markus has lived in Stuttgart all his life and owns 100% of a software GmbH that he founded with EUR 25,000. A valuation puts the shares at EUR 2 million. The deemed gain is EUR 1,975,000; under the partial income method 60%, or EUR 1,185,000, is taxed at about 47.5%. The German exit tax is roughly EUR 562,000, or about EUR 80,000 a year over seven years. Luxembourg then accepts a cost of EUR 2 million for his shares, so only later growth is taxed there.
France is more forgiving inside the EU. The tax is assessed but not collected, and disappears if you keep the shares long enough. You still file the exit form for the year of departure and report each year that you hold the shares.
Claire owns 60% of a Lyon consultancy worth EUR 1.5 million; she paid EUR 30,000. The gain is EUR 870,000 and the French exit tax at 31.4% is about EUR 273,000. Payment is deferred automatically because Belgium is an EU state. If she still holds the shares two years after the move, the tax is cancelled, because the value is below EUR 2.57 million. If she sells in year one, it falls due.
Spain catches fewer people, because the thresholds are high. A founder whose S.L. is worth EUR 5 million is caught whatever his stake. For a move within the EU, tax is due only if within ten years you sell, leave the EU or EEA, or fail to report.
The UK does not tax you when you leave. But if you return within five years, gains made abroad on assets held at departure are taxed in the year of return, and for returns from 6 April 2026 so are close company dividends received abroad, whatever profits they came from.
Law and practice: Germany: section 6 Foreign Tax Act (AStG) as amended by the ATAD Implementation Act from 1 January 2022. France: Article 167 bis CGI and form 2074-ETD; impots.gouv.fr guidance on the exit tax. Spain: Article 95 bis LIRPF (Law 35/2006). United Kingdom: Finance Act 2013, Schedule 45, Part 4, and HMRC policy paper on post-departure trade profits. The German figure in the example uses the top rate of 45% plus the 5.5% solidarity surcharge and ignores church tax.
What the new country does with the same gain
The other half of the exit tax is the step-up: the new country should not tax the same gain again on a later sale. All three Benelux countries provide one, each with its own conditions.
| Arriving in | Step-up on arrival | Condition | Tax on a later sale |
|---|---|---|---|
| Netherlands | Cost = market value on the day you become resident (Article 4.25 Income Tax Act 2001) | Substantial interest of 5% or more; not if the company was already Dutch resident | Box 2: 24.5% up to EUR 68,843, 31% above (2026) |
| Luxembourg | Cost = estimated realisation value on arrival (Article 102(4a) LIR) | Substantial participation over 10%; not if you lived there over 15 years and left less than 5 years ago | Half the global rate, up to about 22.9%, with an allowance of EUR 50,000 (EUR 100,000 for couples) every ten years |
| Belgium | Acquisition value = market value on arrival under the 2026 capital gains tax | Financial assets of a resident individual | Shareholdings of 20% or more: first EUR 1 million exempt, then 1.25% to 10%; other gains 10% |
Get a valuation dated on the day of arrival, and align it with the value used for the exit tax in your old country. In the Netherlands you can ask the inspector for a formal decision on the acquisition price; it is worth doing.
A Dutch trap: if your company was already Dutch resident before you arrived, for example because you ran it from Amsterdam while still registered in Munich, there is no step-up for your shares. The person moves first; the company follows in a planned way.
Law and practice: Netherlands: Articles 4.6, 4.25 and 4.36 Income Tax Act 2001; box 2 rates for 2026 as published by the Belastingdienst. Luxembourg: Article 102(4a) of the Income Tax Law (LIR), introduced by the law of 18 December 2015, and Article 100 LIR for substantial participations. Belgium: law introducing a capital gains tax on financial assets from 1 January 2026, with the market value on arrival as acquisition value for new residents. Our note on Benelux tax rates lists the current figures.
The company follows the director: dual residence and permanent establishment
Your German GmbH remains a German company. Germany keeps taxing it as resident because its registered seat is there. Your English limited remains UK resident because it was incorporated there. But the Netherlands, Luxembourg and Belgium tax a foreign company as resident if its place of effective management is on their territory, meaning the place where the key management and commercial decisions are actually taken. If you are the only director and you now live and work in Luxembourg, that place is usually Luxembourg.
The result is a dual resident company. The treaty between the two countries decides which state wins. Older treaties give it to the state of effective management. Treaties amended by the multilateral instrument often leave it to the two tax authorities to agree, case by case; until they agree, the company may get no treaty benefits at all.
Even where the company stays resident in the old country, your work from the new home, and contracts you conclude there, can create a permanent establishment. Profits attributable to it are then taxed in the new country.
- Board. If real decisions should stay in the old country, the company needs directors there who decide, meet, sign and know the business. A local accountant who signs what you send him is not a board.
- Old country exit. If the company does become resident in the new country under the treaty, the old country may treat that as an exit of the company's assets: Germany under section 12 of the Corporate Tax Act, France under Article 221, Spain under Article 19 of the Corporate Tax Law, the UK under the corporate exit charge. Within the EU the tax can usually be paid in five annual instalments.
- Shareholder exit. In Germany, a shift of the company's management that restricts German taxing rights over your shares can itself trigger section 6 AStG, even if you stay.
Law and practice: Netherlands: Article 2(4) Corporate Income Tax Act 1969 and Article 4 AWR (residence by the facts). Luxembourg: Article 159 LIR (statutory seat or central administration). Belgium: Article 2, §1, 5°, b of the Income Tax Code 1992 (principal establishment or seat of management). Article 4(3) and Article 5 OECD Model Tax Convention; Article 4 of the Multilateral Instrument (MLI). EU exit taxation for companies: Article 5 of Directive (EU) 2016/1164 (ATAD), which also requires the arrival state to accept the exit value.
Keep the foreign company, move it, or start a new one
| Keep the foreign company | Move it to the new country | New local company | |
|---|---|---|---|
| Company residence | Risk of dual residence and permanent establishment | Clear: resident in the new country | Clear for the new company; the old one needs a plan |
| Exit tax at company level | Only if the treaty moves residence | Yes, on hidden reserves and goodwill; instalments within the EU | None for the new company |
| Contracts, licences, history | Kept | Kept, if the move is a cross-border conversion | Start from zero; contracts must be assigned |
| Your exit tax on shares | Applies on your move | Applies on your move; the company move may add a trigger | Applies on your move; new shares have no gain yet |
| Practical burden | Two tax systems, two sets of filings | One-off legal process of several months | Two companies until the old one is closed or sold |
Keeping the foreign company works when there are real managers in the old country, for example a German GmbH with a managing director in Munich who runs the team, while you act as shareholder and strategic adviser from Luxembourg. It rarely works for a one-person company.
Moving the company is possible within the EU through a cross-border conversion under the 2019 mobility directive: the GmbH becomes a Dutch B.V. or a Luxembourg S.à r.l. without being liquidated, and keeps its contracts. The Netherlands and Luxembourg allow inbound moves. It takes several months, with creditor protection and a pre-conversion certificate from the old country. The UK is outside the directive since Brexit, so an English limited usually cannot convert into a Benelux company; it stays, is sold, or is liquidated.
Setting up a new company is the simplest route when the old company is small, has few contracts, or is about to be wound down. A Dutch B.V. can be incorporated with a notary in days, with a minimum capital of one cent. A Luxembourg S.à r.l. needs EUR 12,000 of capital and a business permit for most commercial activities. The old company then sells its business to the new one at market value, or stays as a subsidiary with its own local management.
Sarah owns a London consulting limited with EUR 600,000 of retained profits. She plans three years in Luxembourg. She cannot convert the company into an S.à r.l., and paying out the reserves while abroad would be taxed in the UK on her return under the 2026 rules. She sets up a Luxembourg S.à r.l. for new work and leaves the UK company dormant, with distributions planned after her return or after five full years abroad.
Law and practice: Directive (EU) 2019/2121 on cross-border conversions, mergers and divisions, implemented in the Netherlands by the act on cross-border conversions in Book 2 of the Civil Code (in force 2023) and in Luxembourg by the law of 2023 amending the law of 10 August 1915 on commercial companies. Minimum capital: Article 2:178 Civil Code (NL, no minimum); Article 710-5 of the 1915 law (LU, EUR 12,000).
Incoming regimes, social security and banks
All three Benelux countries have a regime for people recruited from abroad. Each rewards a real salary paid by an employer in the new country, not dividends.
| Regime | Benefit | Main conditions (2026) |
|---|---|---|
| Netherlands: 30% ruling (expat scheme) | 30% of salary as tax-free allowance; 27% from 2027 | Recruited from abroad; lived over 150 km from the Dutch border for 16 of the last 24 months; taxable salary above EUR 48,013 (EUR 36,497 under 30 with a master's degree); capped at 30% of EUR 262,000; up to five years |
| Luxembourg: impatriate regime | 50% of gross pay exempt, up to EUR 400,000 a year | Recruited or seconded from abroad; not resident or living within 150 km of the border in the previous five years; fixed salary of at least EUR 75,000; at least 75% of working time; until the end of the eighth year |
| Belgium: special regime for impatriates | 35% of pay as tax-free cost allowance | Employees and company directors recruited from abroad; gross pay of at least EUR 70,000; not lived within 150 km of the Belgian border in the previous five years; five years, renewable for three |
For an owner-director: in the Netherlands the employer must be a Dutch wage tax withholding agent, which a foreign company can become by registering for payroll. In Luxembourg a sole shareholder must show that his employment is genuine. Belgium covers company directors explicitly.
Social security follows the EU coordination regulation. If you live in the new country and do 25% or more of your work there, you are usually insured there for all your work, and your foreign company pays employer contributions there. An A1 certificate makes sure only one country collects.
Banks will run a new KYC review and update your tax residence for CRS reporting. A written plan for the company saves weeks.
Law and practice: Netherlands: Article 31a Wage Tax Act 1964 and Article 10e Implementing Decree Wage Tax 1965; Belastingdienst thresholds for 2026. Luxembourg: Article 115, No. 13b LIR as reformed from 1 January 2025; guichet.lu and ACD guidance. Belgium: Articles 32/1 and 32/2 Income Tax Code 1992 (regime from 1 January 2022, with the 2025 changes). EU social security: Article 13 of Regulation (EC) 883/2004 and Article 14 of Regulation (EC) 987/2009.
Moving to the Benelux with your company: your risk map
A rough map, not a tax return. It uses the 2026 rules described above, assumes the shares are held privately and gives the exit tax before instalments and deferral.
Moving to the Benelux with your company: your risk map
Seven questions about you, your shares and your plan. You see a rough exit tax estimate in your current country, the risk for your company's residence, the regimes that may apply on arrival and what to do first.
Personal residence follows home and family, not registration.
Germany, France and Spain tax the gain on departure.
It moves with the director unless someone else really runs it.
Incoming regimes reward a real salary, not dividends.
Moving to the Benelux with your company: frequent questions
Do I pay exit tax if I move from Germany to the Netherlands?
If you have lived in Germany for at least seven of the last twelve years and hold at least 1% in a company, Germany taxes the unrealised gain on your shares as if you had sold them, under section 6 of the Foreign Tax Act (AStG). The tax can be paid in seven annual instalments, usually against security. It lapses if you come back within seven years without having sold.
Is there a French exit tax within the EU?
Yes, but payment is deferred automatically for a move to another EU or EEA state. The tax applies if you were French resident for six of the last ten years and hold shares worth at least EUR 800,000 or 50% of a company. It is cancelled after two years if you still hold the shares and their value is below EUR 2.57 million, or after five years above that.
Can my foreign company stay where it is if I manage it from Luxembourg?
Legally, yes. For tax, the company may become Luxembourg resident because its place of effective management follows you. Your old country usually still treats it as resident by incorporation, so it becomes dual resident and the tax treaty decides. Unless real decisions are taken by directors in the old country, plan for the company to be taxed where you live.
What is the Dutch step-up for immigrants?
If you hold a substantial interest of 5% or more, the tax cost of your shares is set at market value on the day you become Dutch resident (Article 4.25 Income Tax Act 2001). Gains that arose before your arrival are not taxed again in the Netherlands. It does not apply if the company was already Dutch resident when you arrived.
Does the UK charge exit tax?
Not for individuals. The temporary non-residence rules tax gains and some income on your return if you come back within five years. For people returning on or after 6 April 2026, the government also removed the exemption for dividends from close companies paid out of post-departure profits.