You’ve spent years building your business. Now you’re considering selling it. Perhaps you’ve already found an interested buyer, or you’re exploring the possibility of a business transfer. Of course, you want to know what your business is worth and what selling price you can achieve. But just as important is the question: How much will you ultimately have left after taxes?
When selling a private limited company (BV), you’ll face various tax issues. The tax you pay depends, among other things, on how you sell the business, the legal structure of your company, and the agreements you make with the buyer. The use of the proceeds from the sale also plays a role.
In this article, we outline the most important tax considerations when selling a BV. We discuss the different types of transactions, the taxation of the proceeds from the sale, and the tax considerations that may arise during and after a business transfer.
FBM Corporate Finance is not a tax consulting firm. However, we do believe it is important for business owners to understand the tax implications of a sale and why it is wise to seek expert guidance on this matter in a timely manner.
Paper: 10 steps to a successful sale of your business
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1. Are you selling the shares or the business operations?
One of the most important decisions when selling a private limited company (BV) is how to structure the transaction. In practice, there are two common options: a share deal and an asset deal.
The tax consequences of these two types of transactions can vary significantly.
Share Deal
In a share deal, you sell the shares of the BV to the buyer. The BV continues to exist and retains its assets, liabilities, contracts, employees, and obligations. Only the shareholder changes.
For the seller, it is particularly important who owns the shares: you as a private individual or your personal holding company.
Sale from a private capacity
If you privately own the shares of your BV and hold a substantial interest (in principle, at least 5% of the shares), the capital gain is taxed in Box 2 of the income tax.
Broadly speaking, the capital gain is the difference between the sales proceeds and the tax acquisition price of the shares. You pay tax on this profit in Box 2.
In 2026, two tax rates will apply: 24.5% on the first taxable bracket and 31% on the amount above that. The exact tax burden depends on your personal situation and any tax partner you may have.
Sale Through a Holding Company
Many directors and major shareholders (DGA) hold their shares in the operating company through a personal holding company (BV). In that case, the holding company sells the shares of the operating company.
If the conditions are met, the investment exemption may apply. As a result, the capital gain on the investment is, in principle, exempt from corporate income tax at the holding company.
This means that the proceeds from the sale can remain within the holding company without immediately triggering Box 2 tax liability. If you subsequently wish to transfer the funds to your personal account—for example, by declaring a dividend—you will, in principle, still be subject to Box 2 tax.
This offers entrepreneurs opportunities to keep the proceeds from the sale within the holding company for purposes such as new investments, financial investments, or the acquisition of another company.
The difference between a sale by an individual and a sale by a holding company can therefore have significant implications for when you pay taxes and how much capital you retain within the holding company.
2. Sale of Assets and Liabilities (Asset Deal)
In an asset deal, you do not sell the shares of the BV, but rather the business or a portion thereof. This includes business assets, inventory, machinery, intellectual property, customer databases, contracts, and goodwill.
The BV continues to exist legally, but the business operations are transferred in whole or in part to the buyer.
The tax consequences differ from those of a share transaction. In principle, the selling private limited company must pay corporate income tax on the realized tax book gains. This is determined by the difference between the sales proceeds and the tax book value of the transferred assets. The tax treatment of goodwill and hidden reserves also plays a role.
In addition, other taxes may be relevant:
- VAT: In the event of the transfer of a business or an independent part thereof, the rules governing the transfer of a general collection of goods may apply. In that case, no VAT is charged on the transfer, provided that the statutory conditions are met.
- Transfer tax: When real property is part of the transaction, transfer tax may be due. Special rules may also apply to certain transfers of shares in real estate companies.
- Corporate Income Tax: In principle, the realized capital gains on the transferred business units are taxed at the level of the selling corporation.
For the buyer, an asset deal may actually be attractive because, under certain conditions, the buyer can capitalize and depreciate the acquired business assets and goodwill based on the new tax basis.
As a result, an asset deal may be less attractive from a tax perspective for the seller than a share deal. However, the final decision depends on the specific situation and the agreements between the buyer and the seller.
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3. What is the impact of the sales price and the payment terms?
The agreed-upon sales price is not always the same as the amount you actually receive at the time of transfer. In acquisition transactions, additional payment arrangements are frequently made. These, too, can have tax implications.
A few common examples:
Earn-out arrangement
In an earn-out arrangement, a portion of the sales price depends on the company’s future performance. For example, the buyer may be required to make an additional payment if certain revenue or profit targets are met.
It is important for the seller to have the tax treatment of the earn-out assessed in advance. When is the additional income taxed? How is uncertainty regarding the final amount of the payment handled? And what happens if the targets are not met?
The contractual terms and the tax classification of the earn-out are decisive in this regard.
Vendor loan
In the case of a vendor loan, the seller finances part of the acquisition themselves. The buyer then repays a portion of the purchase price at a later date, usually with interest.
Among other things, this involves considering the tax treatment of interest, principal payments, and credit risk. It is also important to establish clear agreements regarding collateral and the terms under which the loan will be repaid.
Escrow and Guarantees
Sometimes, a portion of the sale proceeds is temporarily held in an escrow account. This is done, for example, as security against any claims arising from warranties and indemnities in the purchase agreement.
The tax treatment may depend on whether and when the seller can actually access the amount and how the agreements are structured in the contract.
Reinvestment or Rollover
In some transactions, the seller reinvests a portion of the proceeds from the sale back into the company or into the buyer’s new holding structure. This is also known as a rollover.
This allows the seller to remain indirectly involved in the company’s future value growth. The tax treatment depends on the chosen structure and the specific terms of the agreement.
It is wise to discuss these payment and financing arrangements with a tax specialist during the negotiations. After all, the way the purchase price is structured can affect your final net proceeds.
4. What tax risks might arise during a sale process?
When shares are sold, the buyer not only acquires the assets and operations of the private limited company but also the company’s existing liabilities and tax history.
For this reason, a buyer often commissions a due diligence review during the sale process. This is a comprehensive audit that examines, among other things, the company’s financial, legal, and tax position.
A tax due diligence review, for example, examines:
Have all tax returns been filed correctly and on time?
Have the corporate income tax, VAT, and payroll taxes due been paid?
Are there any tax disputes or ongoing proceedings with the tax authorities?
Have tax provisions and deferred tax liabilities been properly accounted for?
Are there any tax risks related to previous reorganizations, transactions, or internal offsets?
Are there any agreements with the tax authorities that remain relevant even after the sale?
If tax risks come to light during the due diligence process, this could affect the negotiations. For example, the buyer may demand additional guarantees or indemnities, withhold a portion of the purchase price, or adjust the agreed-upon price.
It is therefore important for the seller to have their tax affairs in order before the sales process begins. After all, unexpected tax claims can lead to delays, additional conditions, or a lower sales proceeds.
5. What happens to the sale proceeds after the sale?
If you sell your business through a holding company and the participation exemption applies, the proceeds from the sale can remain in the holding company. This means you don’t automatically have to transfer the money directly to your personal account.
This opens up opportunities to take the next step after the sale. For example:
Reinvestment: You can use the proceeds to invest in other businesses or to start a new business.
Investing: You can retain the capital within the holding company and invest it in, for example, stocks, funds, or other investments.
Starting a new business: You can use part of the assets to start a new business.
Paying dividends: If you want to transfer money to your personal account, you will generally be subject to tax under Box 2.
Wealth planning: The sale may prompt you to reassess your personal financial planning, retirement provisions, and asset structure.
The decision on how to handle the proceeds from the sale will affect your future tax situation. It is therefore wise to consider this before the sale. This way, you can evaluate the sale structure and the allocation of the proceeds in conjunction with one another.
6. When should you consult a tax advisor?
A common mistake is to wait until the sale price has already been agreed upon or the purchase agreement is being drafted before considering the tax implications.
It is precisely in the early stages that tax decisions can influence the structure and terms of a transaction. Furthermore, some options require advance planning and cannot easily be adjusted retroactively.
A specialized tax professional can help you with, among other things:
Assessing the tax implications of a share deal or asset deal.
Analyzing the existing holding structure.
Assessing the applicability of the participation exemption.
Calculating the expected tax burden and net proceeds.
Assessing earn-out arrangements, vendor loans, and other payment structures.
Identifying and mitigating tax risks.
Advising on the allocation of the proceeds from the sale.
The tax specialist will take your specific situation and current laws and regulations into account. It’s important that the tax advice aligns well with the commercial and legal agreements you make with the buyer.
7. Selling a Business? Look Beyond Just the Sale Price
When selling a private limited company (BV), it’s ultimately not just about getting the highest sale price. The transaction structure, payment terms, tax obligations, and the allocation of the proceeds from the sale also determine what you’ll ultimately walk away with from the sale.
That is why it is wise to gain insight into the various options and their financial implications at an early stage. Proper preparation prevents surprises during negotiations and helps you make well-informed decisions.
FBM Corporate Finance assists entrepreneurs with the valuation and sale of their businesses. We consider not only the value of the business but also the transaction structure, the terms, and the financial implications of various scenarios.
For specialized tax issues, we collaborate with tax specialists who can assess the specific implications for your situation.
Are you considering selling your private limited company? Feel free to contact FBM Corporate Finance with no obligation. We’d be happy to discuss what’s involved in a sale and how you can best prepare for it.
Paper: 10 steps to a successful sale of your business
The decision has been made. You want to sell your business. But how does that work? Drawing on our extensive experience, we’ve put together this step-by-step guide outlining the 10 steps to a successful business sale. This will give you a better idea of what to expect. Drawing on our extensive experience, we’ve put together this step-by-step guide outlining the 10 steps to a successful business sale. This will help you better understand what to expect.
