How much tax will I pay when I sell my business?
In the Netherlands, selling shares held through a holding BV is normally exempt at the holding level; tax arrives in box 2 when you take the money out personally.
For a Dutch owner selling shares held through a holding BV, the gain is normally exempt at the holding level under the participation exemption, and tax arrives in box 2 when you take the proceeds out personally. The rate is banded, and the timing of the withdrawal is often more controllable than the sale itself.
Why structure matters more than rate
| Structure | What happens on sale |
|---|---|
| Shares held via a holding BV | Participation exemption applies at holding level |
| Shares held personally | Box 2 on the full gain, at sale |
| Asset deal rather than share deal | Gain taxed inside the company, then again on distribution |
The difference between the first two is frequently the largest single financial decision in the whole transaction — and it must be made years before the sale, because restructuring shortly beforehand attracts scrutiny.
Share deal or asset deal
Buyers often prefer an asset deal; sellers almost always prefer a share deal. The gap between the two outcomes is real money, and it belongs in the negotiation rather than in the documentation phase.
What to do
Establish the structure early, model the net-of-tax outcome rather than the headline price, and treat the withdrawal timing as a separate decision from the sale timing.
Preparing your business for sale covers the twelve-month runway; how to value a business covers the bridge from headline price to what actually reaches you.