Sold Your Company, Now What? The Tax Guide for After Your Exit

First close out the loose ends of the deal (earn-out, escrow, warranties, statutory director's salary). Then tackle the core question: does the wealth stay in the holding company, or does it move to your personal estate? That single choice determines almost every step that follows: investing, borrowing, gifting, philanthropy. Take your time, but decide within the first year: every year of delay costs you a box 2 bracket and a gift-tax exemption.

The signatures are in place and the money has landed in your holding company's account. For the first time in years, no agenda dictates your next move. What follows is a series of decisions about your holding company, your family, your privacy and your estate, with tax consequences that can be larger than those of the deal itself.

This is the practical guide for the period after closing: what to wrap up first, whether to keep the wealth inside the BV, what you may borrow and gift, and which trap is waiting the moment you start investing yourself.

Closing out open items from the deal

After closing, a number of obligations continue running and deserve a place in your calendar:

• Earn-out and escrow. Earn-out payments on a share transaction generally fall under the participation exemption; interest for late payment does not. Escrow amounts can be released years later.
• Warranties and indemnities. The Dutch tax authorities can, in principle, raise additional assessments for five years, and twelve years where foreign elements are involved. Keep the data room and the due diligence report until those periods have expired.
• Statutory director's salary (gebruikelijk loon). Your holding company no longer operates a business. If you keep working for the buyer or actively manage assets, the statutory salary rule can still apply. If the holding company only invests passively, there is often no longer an employment relationship, but record that position formally.
• Residual items. A property you leased to the operating company (ending the related-party lease regime), a pension-in-own-management obligation (ODV), or an annuity entitlement do not disappear on their own.

Practical tip: put the warranty deadlines, earn-out measurement dates and escrow release dates into a single overview with an owner and a deadline. In practice this is exactly the kind of overview that gets lost after a few years, right when you need it.

Keep the wealth in the holding company, or not?

If the wealth stays in the BV, the actual return is taxed with corporate income tax and box 2 only applies on distribution. If it moves to your personal estate, it falls into box 3: an annual levy on a deemed return, regardless of what you actually earn.

The burden inside the BV looks high, but it applies to the actual result and you only settle on distribution. As a rule of thumb: with a long horizon, substantial wealth and an expected return around or below the deemed rate, the holding company often wins out; with limited wealth, a short horizon or a preference for simplicity, holding it privately wins. Have this modelled by a wealth adviser or tax adviser. Also bear in mind that the government intends to move to taxing actual returns in box 3 from 2028, which will change this trade-off.

Considering emigration? Don't do it for the box 2 claim. When you emigrate, the Dutch tax authorities impose a protective assessment on the difference between the value of your shares and your acquisition price. Since 15 September 2015, this claim no longer expires after ten years: the payment deferral is unlimited, but is (partially) revoked once you distribute a dividend, sell the shares, or strip the BV of assets. Emigrating relocates the claim rather than abolishing it, and it immediately raises the question of where you are considered a tax resident.

Getting money out of the holding company: dividends, loans, and your home

Distributing dividends in stages

Box 2 has two brackets: 24.5% on amounts up to €68,843 and 31% on amounts above that (2026). With a tax partner, you can jointly utilize €137,686 per year at the lower rate, every year. Anyone financing a steady spending pattern is well-advised to use that bracket annually rather than paying out one large amount at 31% all at once.

Borrowing from your own BV: the €500,000 threshold

Under the Excessive Borrowing Act, any amount you and related parties owe your own company in excess of €500,000 on 31 December is treated as a deemed regular benefit and taxed in box 2. The debt itself remains in place regardless.

Home mortgage debt does not count toward that threshold. The condition is that for debts entered into after 31 December 2022, a mortgage right must have been granted to the BV. That requirement does not apply to older home mortgage debt.

Borrowing is not an alternative to a dividend. The interest must be at arm's length and actually paid or credited, there must be genuine repayment and security arrangements, and the bill still comes due upon death or emigration. A current-account balance that grows year after year without substantiation is a classic correction in DGA practice.

Investing: in the BV, privately, or in real estate?

• Securities portfolio. In the BV, you pay corporate income tax on the actual result and box 2 tax on distribution; losses on the position are deductible. Privately, you pay 2.16% of the investment value per year (36% over a deemed return of 6.00%), regardless of the actual result, unless you demonstrate a lower actual return under the counter-evidence rule.
• Real estate. If you buy a home that will not be your main residence (rental, second home, holiday home), the real estate transfer tax was reduced from 10.4% to 8% as of 1 January 2026. For commercial premises, offices, and land, the rate remains 10.4%. The moment of transfer before the notary is decisive, not the date of the purchase agreement.
• Funds and participations. Assess how the fund qualifies for tax purposes (transparent or non-transparent) before joining. That determines whether you fall into box 2 or box 3, and whether you build up a substantial interest without realizing it.

Investing yourself: the lucrative interest rule

Many entrepreneurs move to the other side of the table after their exit: informal investing, participations in a private-equity or real-estate fund, or a role as an adviser-with-shares (angel investor). There is one rule that is rarely recognized in time: the lucrative interest (lucrative interest, article 3.92b of the Dutch Income Tax Act 2001).

If you receive shares, options, or a receivable whose return partly rewards your work, knowledge, or network (think carried interest, a leveraged structure, or preference shares with a declining priority), the benefit can fall into box 1, taxed at up to 49.5%, instead of box 2 or box 3. Under certain conditions, you can opt for taxation through your holding company in box 2. Note that from 2028, a multiplication factor on indirectly held lucrative interest will be added, raising the effective box 2 burden to 28.45% and 36% respectively.

Have every participation tested for this before you sign: the qualification depends on the terms of the instrument itself, and fixing it after the fact is virtually impossible.

Estate planning: the tax claim on death

As long as your BVs operated a business, you could use the business succession relief (BOR) and the roll-over facility (DSR). After the exit your holding company holds investment assets, and both facilities lapse. That fundamentally changes the picture on death.

• Death is a deemed disposal of your substantial interest. Box 2 tax (24.5% / 31%) is due on the difference between the value and your acquisition price. Rolling over to the heirs is not possible, because there is no longer any business assets.
• The resulting income tax liability is in principle deductible from the estate.
• Your children pay inheritance tax on what remains: 10% up to €158,669 and 20% above that, after an exemption of €26,230 per child (partner: €828,035).

What you can already do now

• Gifting during your lifetime. In 2026, €6,908 per child per year is exempt; a one-off €33,129 for a child between 18 and 40, or €69,009 for an expensive course of study. Above that your child pays 10% gift tax on the first €158,669, often cheaper than 20% inheritance tax later.
• Certification through a STAK. You gift certificates to your children; voting rights remain with the foundation's board. This transfers value without giving up control.
• Family bank. Finance your child's home at a commercial rate of interest. The interest is deductible for your child under the home-ownership scheme, and you can gift that interest back annually within the exemption.
• Will and marriage terms. A will written when your wealth was still tied up in a business rarely fits a liquid portfolio. The same applies to a periodic settlement clause that was never executed; that only becomes relevant once the wealth can properly be quantified.

Philanthropy: giving privately or through the BV?

There are two routes, and since 1 January 2025 they differ clearly in attractiveness.

Privately: the periodic gift

If you commit in writing to donating a fixed amount to a registered charity (ANBI) for at least five years, that gift is fully deductible without threshold, up to €1.5 million per year per household. That cap was raised from €250,000 as of 2025. For an entrepreneur with a spike in box 2 income, this is by far the most powerful instrument: the deduction lands in the same year as the dividend. No notarial deed is required; a private agreement with the ANBI suffices.

Through the BV

Your company may deduct gifts to an ANBI up to 50% of profit, with a maximum of €100,000 per year. Above that threshold, since 1 January 2025 the gift is reclassified as a distribution to you: dividend tax and box 2, after which you can deduct the gift privately. The old facility that used to prevent this, 'giving from the company', has lapsed. Support in the form of sponsorship or advertising is not a gift but a business expense, and therefore fully deductible.

A fund of your own

Your own ANBI, or a named fund held by an existing foundation, provides structure and, if you want it, anonymity. Your own ANBI does require a board, a policy plan, a spending criterion and a publication duty; that governance burden should not be underestimated.

Practical tip: align the timing. If you distribute a large dividend in a given year, lock in the periodic gift in that same year. Do it a year later and part of the effect evaporates against a lower marginal rate.

Privacy: what you can and cannot shield

An exit is news. Your name appears in the trade register, sometimes in the press, and almost always on the call list of investment product providers. What can you arrange, and what can't you?

• UBO register. Since the Court of Justice ruling of 22 November 2022, the register is no longer publicly accessible. The Dutch act limiting access to UBO registers has applied since 16 July 2025; a decree defining who has a 'legitimate interest' (journalists, civil society organisations, (potential) contracting parties) is in preparation and must be implemented by 10 July 2026 at the latest. The registration duty remains; shielding your data is limited to situations with a demonstrable security risk.
• Trade register. Directors' and UBOs' home addresses are shielded from the public, but your holding company's registered office address is not, and that is often the same address. Consider a separate registered office address.
• Certification. Besides estate planning, a STAK limits the visibility of your name in the shareholder chain.
• Practical steps. Restraint about the deal price in interviews, and a conversation with your family about what is and isn't shared, often helps more than any structure.
• Since the abolition of the Open-CV and Open-FGR in 2025, some privacy structures are still possible through international structuring. This requires substantial planning and proper management. Consult a tax adviser if you want to shield your wealth entirely.

Your team: choosing a wealth adviser

After an exit you will naturally be approached by advisers. Four questions help you recognise the right one:

1. Fee model. Fee-only on an hourly or fixed basis, or a percentage of assets under management? And are there retrocessions?
2. Mandate. Advisory or discretionary, and what can happen without your signature?
3. Tax integration. Does your manager calculate returns before or after box 3 or corporate income tax, and do they coordinate with your tax adviser?
4. What is 'enough'? A good adviser starts with your spending goals, not a model portfolio.

Keep roles separate: your wealth manager invests, your tax adviser tests the structure, and your notary records it.

Checklist: your first twelve months

• Record warranty deadlines, earn-out measurement dates, and escrow release dates
• Settle or formally record statutory salary, ODV, and related-party lease residuals
• Make a substantiated decision on holding versus private, backed by a calculation
• Set up multi-year dividend planning (low box 2 bracket per year, per partner)
• Test current-account balances and loans against the €500,000 threshold
• Have your will, living will, and marriage terms reviewed again
• Draw up a gifting plan; consider certification (STAK)
• Philanthropy: choose the form and timing before the calendar year closes
• Select a wealth adviser based on mandate and fee model, not historical returns
• Test every new participation for lucrative interest before signing

About this article

This article was written by Noah Sahit from Port Sight Tax's advisory practice for entrepreneurs who have sold their company. All rates, thresholds, and exemptions mentioned relate to tax year 2026 and have been verified against the statutory text, the 2026 Tax Plan, and publications by the Dutch tax authorities. Where legislation is not yet finalized (the box 3 regime from 2028, the multiplication factor for lucrative interest, the UBO 'legitimate interest' decree), this is identified as a proposal, not current law.