How much tax will you pay on your business sale in 2026?
It selling your company is a time when many things come together. You're concluding an intensive period of entrepreneurship and making room for a new phase. In that process, you'll consider the sales price, but ultimately, the taxes you pay will determine your actual earnings.
Many entrepreneurs find the tax implications of selling a business confusing. This is understandable: multiple levies can apply simultaneously, and the tax burden depends heavily on your legal structure, the sales structure, and your personal situation.
In this blog you will read:
- What taxes apply when selling your company?.
- What tax benefits you can take advantage of.
- How timely planning can help you keep track of your bottom line.
Disclaimer: This blog post is based on the tax rates and exemptions for 2026. The percentages and amounts mentioned are subject to change. Always consult the Dutch Tax and Customs Administration for the latest figures.
What taxes apply when selling your business?
The tax you pay depends entirely on your legal structure and the sales structure you choose. Below are the most common taxes.
Income tax (box 1)
Are you selling a sole proprietorship, general partnership, or general partnership? Then you pay tax on the cessation profit: the taxable profit that arises when you stop or transfer the business.
The cessation profit consists of the sales proceeds minus the taxable book value, supplemented by the release of provisions such as the old-age reserve and any book profits on assets or goodwill.
In 2026, this profit falls into box 1 and the following tax bracket system applies:
- 35,70% on the first part of the income.
- 37,56% on the subsequent part.
- 49,50% for the highest part of your income.
The tax brackets applicable to your situation depend on your total profit and other income in that year. The highest rate you could encounter in 2026 is therefore 49.50%, but not all your cessation profit will necessarily be taxed at that rate.
Corporate income tax (CIT)
When a private or public limited company sells assets and liabilities, the profit is subject to corporate income tax. In 2026, a rate of 19% applies to the first €200,000 in profit and 25.8% applies to any excess.
Substantial interest (box 2)
When selling shares from a private individual, you pay tax in box 2 if you own more than 5% of the shares.
In 2025/2026, you will pay 24.5% tax on profits up to the tax bracket limit of approximately €68,800, and 31% on any excess. This profit is the difference between the sales price and what you paid for the shares at the time.
A share sale is often more tax-efficient than an asset sale, especially if you have a holding company. The proceeds can then remain within the holding company without direct tax liability.
Other levies that may apply
Depending on the structure, additional taxes may apply, such as transfer tax on the sale of real estate, dividend tax on profit distributions, payroll tax on intra-company transfers, or gift and inheritance tax on intra-family transfers. These taxes are not always relevant, but are important to assess in advance.
Which tax benefits can reduce the tax burden?
Besides taxes, there are regulations that can ease the tax burden. The most common are:
Strike deduction
When selling a sole proprietorship, general partnership, or general partnership, you can take advantage of a one-time deduction of €3,630. This reduces your cessation profit and therefore your tax liability.
Old age reserve (FOR)
If you used the FOR in previous years, it will be released upon sale, increasing your cessation profit.
You can mitigate this by converting the released reserve into an annuity, thereby spreading the tax burden over several years.
Business Succession Scheme (BOR)
In the case of business succession, you can use the BOR (Bonus of Exemption) scheme. This scheme reduces the tax burden when the business is continued by a successor. From 2025 onwards, the following applies:
- The first €1,500,000 of business capital is fully exempt.
- An exemption of 75% applies to the excess.
The BOR is particularly relevant in family succession or management succession.
Passing on taxes
When transferring a sole proprietorship or general partnership, you can defer tax on cessation profits through the silent transfer arrangement. The business is transferred at its taxable book value, meaning you pay no income tax at that time. The successor assumes your tax position.
How can you optimize your tax burden when selling a company?
The tax you pay on a sale depends not only on the rules but also, and especially, on the choices you make beforehand. With proper preparation, you can often significantly reduce your tax burden. Key considerations include:
Start your tax preparation in time
: Ideally, one to three years before the sale. This gives you time to adjust your structure, take advantage of tax incentives, and avoid unnecessary taxes.
Choose the sales structure that best suits your situation
: In the case of a sale of assets and liabilities, you pay tax in Box 1 (sole proprietorship/general partnership) or Corporate Income Tax (private limited company). In the case of a sale of shares, you pay tax in Box 2. This difference can be significant and depends on your legal structure, your balance sheet, and the buyer's preferences.
Use a holding structure where possible
: Are you selling through a holding company? Then the proceeds remain tax-free within the holding company, and you defer Box 2 tax. This provides flexibility to reinvest and build capital.
Consider paying the purchase price in installments
: By paying in installments, you spread out your tax liability. This can help you stay in a lower tax bracket, especially for income tax.
How Match Plan guides you through a careful sale
Match Plan guides entrepreneurs from initial orientation to the final transfer. As independent advisors, we ensure a structured process that prioritizes your interests. What we do for you:
- Guidance from start to finish, from the initial strategic exploration to the formal transfer at the notary.
- Over 30 years of experience in business transfers, ratings and financing structures.
- Strategic thinking about valuation, negotiation strategy and any reinvestment.
- Independent and transparent advice, where your goals come first.
- A worry-free process by coordinating all steps, so you maintain an overview and can continue to focus on your business.
Want to discover what a sale could mean for your business? Feel free to contact us for a no-obligation consultation.
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