It is wise to think about the fiscal aspects of the acquisition early in the process. Good preparation often leads to (future) tax savings. The seller should make his company fiscally "sale-ready" and the buyer should think about a good purchase structure.
In addition, both should pay attention to ending and avoiding tax liabilities and to the costs of preparing for the transaction (the deductibility of these costs is not self-evident). Here we outline the important tax issues for both seller and buyer.
Tax aspects for the seller
Whichever way you look at it, the Tax Office is always a party to the acquisition of your business. You had better therefore be aware of all the regulations you can apply as a seller in order to transfer your business in the most tax-favorable way possible. We recommend that you have a tax specialist look over your business well in advance of the acquisition in order to keep the tax burden as low as possible.
Stakingswinst
If you sell a part or your entire business, the tax authorities will handle this as a business termination. On the so-called cessation profit - the difference between the sale price and the book value of your business - you pay income tax. From the cessation profit, you can deduct the cessation deduction (maximum of 3,630 euros). This is also the case if your business is taken over by a co-entrepreneur or employee, but under certain conditions you can pass on this taxation to the buyer.
You can use part of the cessation profit for annuity premiums. Depending on your age and situation at the time of the takeover, you can receive additional annuity premium deductions, which can amount to €566,197 (2025).
Income tax
How much income tax you pay up to the time of acquisition depends on your form of business and company. In fact, you pay much less income tax when taking over a limited liability company: the Box 2 rate. For a sole proprietorship or other partnership, you will be placed in Box 1.
Will you soon become the sole owner of the business you previously managed with someone else? Then you may be eligible for favorable income tax arrangements. However, you must have had profits from the business as a co-entrepreneur for at least 36 months prior to the acquisition.
Gift tax
If a family member takes over your business, you pay gift tax on the business assets. Under the Inheritance Tax Act there is a business succession regulation, or BOR for short. This arrangement allows you to minimize this gift tax and pass it on to the successor. For the business successor, this regulation is also very beneficial, because they can request a tax deferral. This way you can arrange your succession in a tax-friendly way.
Retirement reserve
Many entrepreneurs set aside money for their own retirement provision and, under certain conditions, no tax has to be paid on this. Furthermore, you can set aside part of the profits for retirement. This is purely a reservation of a profit portion and not the actual setting aside of an amount. You do not have to pay tax on this reservation immediately, which is an advantage in the short term.
Desinvesteringsbijtelling
The buyer pays the transfer tax on the acquired real estate. But it may just be that you have sold or donated business assets for which you have applied an investment deduction. The same applies to business assets that you yourself take over privately in the business acquisition. Whether you can expect a disinvestment addition on the mat depends on the period within which the goods are sold (<5 years after investment) and whether the value of the goods jointly exceeds €2,600.
Tax aspects for the buyer
A business acquisition also involves tax aspects. Before you sign the purchase contract, it is good to know what taxes are involved. Because if you do not meet the conditions of the Tax Office, you can miss out on tax arrangements.
Transfer tax
If you are taking over a business with real estate, such as a retail space or office, you as the buyer will have to pay transfer tax on it. If you are the new owner of the business and had already contributed that property yourself, then of course this transfer tax does not apply.
Gift and inheritance tax
If you take over the business of a family member, you pay gift tax on it. In the case of a deceased owner in succession within family circles, this is called inheritance tax. There is a fine regulation within the Inheritance Act: the Business Succession Regulation, which ensures that a large portion can be donated tax-free or that you do not pay tax on it until years later.
Payroll taxes
A more complicated type of tax is payroll taxes. If you take over a business whose staffing was essential to the performance of the business activities, a differential premium for payroll taxes applies. This applies even if you continue the business and operations, but do not take over the personnel. This can save you a lot of money, but it's helpful to have a tax adviser look into this so you're not surprised by high assessments afterwards.
For both a buyer and a seller, make use of a tax specialist. In the entire buying or selling process - from initial preparation to closing the deal - tax matters play an important role. By choosing the right structures, you can save a lot of money. Accountants and advisers have sufficient basic knowledge, but the tax specialist is pre-eminently the one who can advise in detail on tax matters.
