Intro
A BV share transfer is how ownership of a Dutch private limited company changes hands – whether you are bringing in an investor, buying out a partner, passing a family business to the next generation, or exiting entirely.
What surprises many founders is that you cannot do it with a private contract: the legal transfer of BV shares always requires a Dutch civil-law notary and a notarial deed.
That single rule shapes the whole process. This guide explains how a BV share transfer works – the role of the notary, the blocking clauses hidden in your articles, how shares are valued, and the tax consequences under Box 2 versus the participation exemption – with a specific lens on transferring shares remotely and as a foreign shareholder.
Key Takeaways
- The legal transfer of BV shares is only valid once a Dutch notary executes a notarial deed;
- The purchase agreement (SPA) sets the commercial terms; the deed completes the legal transfer;
- Your articles of association may restrict transfers via blocking clauses, approval rights, or a right of first refusal;
- Shares must change hands at fair value – not a symbolic amount – and the notary checks this;
- An individual seller with a 5%+ stake is taxed in Box 2; a holding company can sell tax-free under the participation exemption;
- The process can be handled remotely, but the notarial deed remains mandatory.
What Is a BV Share Transfer?
A share transfer means one shareholder transfers ownership of existing shares to another person or legal entity – a co-founder, an investor, a holding company, a family member, or an external buyer.
The buyer does not acquire individual assets of the company; they acquire an ownership stake in the BV itself.
That distinction matters. Shares carry rights – usually voting rights, dividend rights, and economic exposure to the company’s value – and those rights move with the shares unless the articles or a shareholders’ agreement say otherwise.
Ten percent of ordinary shares can have a very different effect from ten percent of a class with limited voting or preferential dividends.
Insight: A share deal is not the same as an asset deal. In a share transfer the company stays the same legal entity – its contracts, staff, tax history, and liabilities stay inside the BV, and the buyer inherits both the upside and the risk. In an asset deal, only selected assets and liabilities move.
Why Shareholders Transfer Shares
The commercial reason shapes the whole transaction:
- Bringing in an investor – often via new shares issued by the company (diluting existing holders, money into the BV) rather than existing shares (money to the seller);
- Selling to a co-founder – realigning ownership with actual contribution, or one founder increasing their stake;
- Buying out a partner – sensitive on price, timing, and control; a good shareholders’ agreement makes it far smoother;
- Family succession – shares moved gradually to the next generation;
- A full exit – selling the whole company to an external buyer.
Check the Articles First: Blocking Clauses
Before you negotiate anything, read the BV’s articles of association and the shareholders’ agreement (SHA). Dutch BVs commonly contain a blocking clause (blokkeringsregeling) that stops shares being freely transferred to outsiders. Ignore it and the notary will not execute the deed – even if you have already signed a commercial agreement.
The two common forms:
- Approval clause – the transfer needs approval from a corporate body (often the general meeting) before it can proceed;
- Right of first refusal (aanbiedingsregeling) – you must offer the shares to existing shareholders first; only if they decline can you sell to an outsider.
Practical note: The articles are the first document a notary reviews. If the transfer restrictions are not followed, the legal transfer cannot complete – which causes delays, renegotiation, and sometimes disputes. Check them before you agree a price, not after.
The Process, Step by Step
A clean BV share transfer follows a defined sequence:
- Agree terms – price, payment, timing, and conditions, usually captured in a term sheet or letter of intent;
- Due diligence – the buyer reviews the BV’s finances, contracts, tax position, and liabilities (they inherit them);
- Sign the share purchase agreement (SPA) – the main contract allocating risk between the parties;
- The notary prepares the deed – checking the articles, verifying the parties, and confirming corporate approvals;
- Execution of the notarial deed – the moment legal ownership actually transfers;
- The register and KVK are updated – the shareholders’ register is amended and, for a sole shareholder, the Business Register is updated.
SPA vs Notarial Deed: What Does What
|
Document |
Role |
|
Share purchase agreement (SPA) |
Commercial terms: price, payment, warranties, indemnities, conditions |
|
Notarial deed of transfer |
The legal transfer itself – shares only move once this is executed |
You can negotiate and sign the SPA yourselves (or with the help of your lawyer), but the shares do not legally change hands until the deed is passed before a Dutch civil-law notary.
Valuation and the Fair-Value Rule
Dutch law requires shares to be transferred at fair value – not a symbolic amount – and the notary checks this, often requiring an accountant’s substantiation of the price.
A BV may have only €0.01 of issued capital yet be worth a great deal based on revenue, assets, IP, or growth potential.
|
Valuation method |
Best suited to |
|
Discounted cash flow (DCF) |
Established, cash-generating businesses |
|
Multiple of revenue / EBITDA |
Profitable trading companies |
|
Net asset value |
Asset-heavy or holding companies |
|
Recent investment round |
Startups that recently raised |
|
Negotiated founder value |
Early-stage co-founder transfers |
Minority stakes are often valued below a proportional share of the whole, because they carry less control.
Tax on a BV Share Transfer
Who holds the shares determines the tax outcome:
| Seller | Treatment |
| Individual with ≥5% (substantial interest) | Gain taxed in Box 2: 24.5% up to €68,843; 31% above (2026) |
| Personal holding company (≥5%) | Participation exemption – gain flows up tax-free |
If you hold the shares personally with a substantial interest (5%+), the gain is taxed in Box 2. If you hold them through a holding company that owns at least 5% of the subsidiary, the participation exemption (deelnemingsvrijstelling) generally means the gain arrives in the holding free of corporate tax – you only pay personal tax when you later take money out of the holding.
Insight: This is exactly why founders who plan to sell set up a holding BV before value builds up. Sell from a holding and the proceeds land tax-free upstairs, ready to reinvest; sell personally and Box 2 applies immediately.
One more point: a normal share transfer does not trigger real-estate transfer tax – but special rules can apply if the BV qualifies as a real-estate company, so check property-heavy structures carefully.
The Expat Angle: Transferring Shares Remotely
Most guides on BV share transfers assume everyone is in the Netherlands. For international founders, a few things change.
You can transfer remotely. The entire process can be handled without flying in – but the Dutch notarial deed remains mandatory. In practice, the notary works from a power of attorney, so you sign remotely and they execute the deed on your behalf.
Expect heavier KYC. Non-resident and corporate parties typically need legalised or apostilled documents – passport copies, proof of address, extracts, and for corporate buyers a legal opinion and organisational chart identifying the UBOs. Building this pack early is the single biggest way to avoid delays.
Mind your residence and the ruling. Where you are tax-resident affects how a Box 2 gain is treated, and a transfer can interact with your DGA status and 30% ruling. Founders who open a BV remotely will find the same machinery applies to later transfers – the notary works from a power of attorney either way.
The fundamentals of how a Dutch BV works sit behind all of this – the share structure, DGA status, and liability that a transfer ultimately reshuffles.
Bottom Line
A BV share transfer is a legal act, not just a handshake: the shares only move when a Dutch notary executes the deed.
Around that fixed point sit the parts that actually determine the outcome – the blocking clauses in your articles, a fair-value price the notary will accept, an SPA that allocates risk, and the tax treatment that turns on whether you hold the shares personally or through a holding.
For expats, the process is entirely workable from abroad, provided the notarial deed and a proper KYC pack are in place.
And the biggest lever is structural: selling through a holding can move the proceeds up tax-free under the participation exemption, whereas selling personally triggers Box 2.
Because that advantage has to be built in before value accrues, the smartest time to think about a transfer is long before you actually make one.
FAQ
No. The legal transfer of Dutch BV shares is only valid once a civil-law notary executes a notarial deed. You can sign a purchase agreement yourselves, but ownership does not change until the deed is passed.
Yes. The process can be handled remotely via a power of attorney, but the notarial deed is still required, and non-resident or corporate parties usually need legalised or apostilled identity and corporate documents.
Dutch law requires transfers at fair value, and the notary checks this – often requiring an accountant’s substantiation of the price. Symbolic amounts are corrected, and the tax authorities can assess tax on the real value.
A blocking clause in the articles restricts how shares can be transferred – typically an approval requirement or an obligation to offer shares to existing shareholders first. If it is not followed, the notary will not execute the transfer.
An individual with a substantial interest (5%+) is taxed on the gain in Box 2 – 24.5% up to €68,843 and 31% above in 2026. The taxable gain is broadly the sale price minus your acquisition cost.
A straightforward transfer between resident shareholders can complete in one to two weeks once documents are ready. Deals involving investors, foreign parties, due diligence, or valuation disputes can take four to eight weeks or longer.
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