How can I sell my BV? Steps and tax explained
Selling a private limited company (BV) is a significant step for many entrepreneurs. It involves not only the right price, but also well-considered choices regarding timing and structure. After all, you are not selling individual components, but the shares of your company. In doing so, you transfer the entire enterprise, including the legal and financial structure.
For many entrepreneurs, this raises questions. What steps are involved in the sale of a companyWhat happens to the profit, and how does it work with taxes? In this blog, we provide clear insight into how selling a BV works, with special attention to the unique characteristics of the BV structure.
How exactly does selling a private limited company work?
Selling a BV means that you transfer your shares to a buyer, including all assets, debts, and liabilities of the company.
Unlike an asset-liability transaction, the BV itself continues to exist. Only the shareholder changes. This often makes the process legally straightforward, but financially and fiscally more complex.
After all, the buyer takes over everything contained within the BV. Think of:
- Accumulated profit and reserves.
- Debts and obligations.
- Current contracts.
- Potential risks from the past.
This is precisely why preparation and structuring are so important when selling a company.
What steps do you need to follow if you want to sell a private limited company?
Selling a private limited company follows a number of fixed steps. A structured process takes an average of nine to twelve months and ensures clarity and better decision-making throughout the process.
Step 1: Orientation and valuation
The process begins by mapping out the company and the entrepreneur's personal objectives. This involves examining the desired outcome, the role after the sale, and the right timing. Based on this, an analysis of the company is conducted and a realistic valuation carried out.
Step 2: Preparing the sales documentation
After the valuation, the company is prepared for the market. Documentation is drawn up that gives potential buyers insight into the company, such as an anonymous profile and a information memorandum. The most important financial and legal data are also structured.
Step 3: Select and approach buyers
Next, a targeted selection is made of potential buyers. From a broad list, a shortlist is compiled of parties that fit the company. These parties are approached and receive the relevant information to assess their interest.
Step 4: Bids and negotiations
Interested parties submit a first, non-binding bid out. Based on this, one or more parties are selected for further discussions. This ultimately leads to a final bid and the choice of a preferred candidate. The key agreements are recorded in a declaration of intent.
Step 5: Due diligence and contract formation
In this stage the buyer carries out a book research out to verify the information provided. At the same time, the final contracts are being drafted and the final agreements are being worked out. This is an intensive phase in which accuracy is paramount.
Step 6: Transfer and completion
Upon completion, the shares are officially transferred and payment takes place in accordance with the agreements made. This formally concludes the sales process and marks the beginning of a new phase for both the entrepreneur and the company.
What happens to the profit when selling a private limited company?
The profit in a private limited company remains within the company and is indirectly sold along with the business via the shares.
In a private limited company, this profit is often (partially) locked up in general reserves, accumulated liquidity, or undistributed dividends. This makes it important to make conscious choices before the sale.
The process of selling profits in a BV is best viewed in two steps:
Step 1: Gaining insight into accumulated profit
Before you sell, map out how much capital is in the BV and where it is located. Consider:
- General reserves.
- Available cash.
- Dividend still to be distributed.
This forms the basis for the valuation as well as for the choices you make in the next step.
Step 2: Determine what to do with the profit
Next, you choose how to handle this profit regarding the sale. Broadly speaking, there are two scenarios:
1. Profit remains in the BV
The buyer takes over the existing cash and reserves. This often leads to a higher purchase price, but also to critical questions regarding the necessity of these resources.
2. Distribute profit in advance (dividend)
You distribute (part of) the profit before the sale. By doing so, you withdraw assets from the BV and the financial position of the company changes.
What is the difference between a share sale and an asset-liability transaction?
The difference between a share transaction and an asset-liability transaction lies in exactly what is being transferred.
Share transaction
: You sell the shares of the BV to the buyer. The company continues to exist legally, and all rights and obligations are automatically transferred. This includes contracts, personnel, debts, and any risks from the past.
Asset-liability transaction
: You are not selling the shares, but specific parts of your business, such as assets, contracts, and activities. The buyer chooses what is acquired. The BV itself continues to exist with you as the seller and retains the parts that are not sold.
What is the tax situation when selling a private limited company?
How many tax you pay on the sale of a business, depends on your legal form. When selling a BV, tax plays a major role, because you typically pay tax on the sale of your shares.
In the Netherlands, the sale of shares usually falls under box 2 (substantial interest). That means:
- You pay tax on the capital gain.
- The rate is around 26–27% (indicative).
In addition, significant optimizations are possible:
1. Holding structure
When you sell from a holding company, the capital gain can often remain in the holding company tax-free (participation exemption). This provides scope for:
- Reinvestment.
- Deferred taxation.
2. Dividend versus sales
The ratio between the dividend payout and the selling price determines your net proceeds. This requires careful consideration.
3. Debts and current account
Any debts to the director-major shareholder or current account positions must be properly structured in advance. The tax structuring of the sale can make the difference between a good and an optimal outcome.
Why choose Match Plan?
Match Plan guides entrepreneurs through the sale of their business, from initial orientation to the final transfer. As independent advisors, we ensure a structured process in which your interests take center stage. What we do for you:
- We offer complete support from start to finish, from the initial strategic exploration to the formal transfer at the notary.
- With over 30 years of experience, we combine in-depth knowledge of business transfers with a personalized approach tailored to your situation.
- Our advisors provide strategic input on valuation, the positioning of your company, and the right sales strategy.
- We work independently and transparently, always putting your goals and interests first in every step of the process.
- We ensure a structured and clear process, so that you can continue to focus on the continuity and value of your business.
Would you like to discover what selling your business could mean for you? Feel free to contact us for a no-obligation consultation.
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