Sale/transfer of company or shares
Tax matters are difficult matters for many entrepreneurs and individuals, while there are so many opportunities for the entrepreneur and the BV. Of course you know that you do not file an incorrect tax return, apply prohibited tax constructions or conduct a sloppy administration. When you delve into tax matters, or receive expert tax advice on tax regulations and laws, there are important benefits to be gained and you are protected against sanctions, fines, legal proceedings and the like.
Our reliable expert tax specialists, who all have years of experience, see every opportunity. We turn these opportunities into benefits for our customers and protect them. Often this has immediate results, so that the financial position improves. All our tax specialists have years of experience and the mr. title.
Sale or closure of company
Whether you close or sell a company, you calculate the profit on suspension of business in both cases. The difference between the carrying amount of the enterprise and the actual value of the enterprise at the time of transfer is the profit on suspension of business. You pay income tax on the profit on suspension of business. Calculating a profit on suspension of business is complicated matter due to, for example, the special deductions. Please contact us for this.
Selling and transferring shares
Shares in a BV or NV are regularly sold and transferred. An (extra) partner or employee then enters the BV or a business transfer takes place to a new owner. Only a share transfer that has been drawn up in a notarial deed is legally valid. In addition to the notarial deed, it is customary for a purchase agreement to be drawn up for the transfer of shares. In the relevant purchase agreement, matters such as payment agreements, price, delivery date, guarantees and the like are recorded.
Blocking arrangement with the sale of shares
In the event of a sale and transfer of shares of a BV, two or more shareholders must be subject to an audit of the articles of association with regard to the blocking scheme. This means that the current shareholders of the BV have an initial right to purchase the relevant shares before a sale to a third party would take place.
Business transfer via an asset-liability transaction
If you want to transfer a sole proprietorship or VOF, you must use a so-called asset-liability transaction. It is not important in which legal form the final buyer wants to continue the business. If you have a BV, you can choose to transfer it in this way. However, there is still an alternative with this legal form (which will be discussed below).
In an asset-liability transaction, part of the assets and debts pass to the buying party. Balance in the bank, creditors and other debts usually remain with the selling party. In mutual consultation between these parties, it is agreed which matters will be taken over. This must be clearly specified in the sales agreement. In addition to, for example, the machines and stock, there must also be transfer of, for example, service agreements and domain names. Things that are often related to what is sold, so it is important to have thought carefully about this.
Business transfer via a share transaction.
A transfer of a company by means of a share transaction is only possible with a legal form, in which the assets are divided into shares. For example, a BV. A BV therefore has a choice in the way in which the company is transferred. A transfer of shares is something that cannot be realized without a notary. The buyer in this case is the new shareholder. When transferring all shares, the entire company passes to this new shareholder. This involves a transaction of the transfer of all assets and debts, rights and obligations, personnel, contract and permits to the new owner.
Tax consequences of the sale of shares
For the settlement for the tax authorities after a transfer of shares, it is important who was the owner of these shares. If you had it privately in your hands, the proceeds will be deposited into your private account. The result of this transaction; So the difference in value at purchase and for what amount it is sold is called the disposal benefit. You pay a significant interest tax on this in the 2nd box of income tax.
If a holding BV was the owner of the shares of the sold BV, the sales profit is not taxed thanks to the so-called participation exemption. The gross proceeds of the sale can then be paid off in the holding BV, on which corporation tax is ultimately paid.
If it is chosen to have dividends paid out to the shareholder via the holding BV, dividend tax must be paid on this. As a shareholder, you pay a significant interest tax on income tax, which may be deducted from the dividend tax paid.
Questions from entrepreneurs about the sale or transfer of a company or shares
The following questions that we regularly receive from entrepreneurs about the sale or transfer of a company or shares:
- What does the financial position actually look like after the business transfer?
- Which tax aspects play a role in the business transfer?
- What is my company really worth?
- What value do my shares have?
- What are the synergy benefits for the buyer?
- Can the other party be investigated internally/externally?
- Can I sell the shares to my partner?
Our tax specialists are asked many other tax questions and issues than the above regarding the BV. You can also submit all these questions to us. We provide clarity and solve your tax issue or question.
Why tax advice about a BV of AGA Fiscalisten?
AGA Fiscalisten stands for high-quality expert tax advice. All our tax specialists are senior tax specialists, have years of tax experience, and have graduated from the university in tax law and hold the title "mr.".
A (senior) tax specialist specializes in tax law while a tax advisor has only completed tax courses. A tax advisor has much less knowledge than a tax specialist and often makes mistakes with potentially significant financial consequences. It is wise not to settle for a non-qualified tax advisor, but to engage an expert senior tax specialist. This way you avoid problems, fines or procedures and you do not miss out on tax benefits due to advice that is not sufficiently expert.
High quality tax specialist; Master title mr. and years of experience
All our tax specialists have years of tax experience and the "mr." title. The most recent developments and changes concern taxation and all relevant legislation is studied and discussed by our tax specialists. This gives us the opportunity to clarify all the problems and issues about taxation. We achieve the best possible result for our customers. Tax advice, tax returns, financial advice, legal advice or discussion partner, AGA Fiscalisten will arrange it for you!
Contact AGA Fiscalisten
The tax specialists of AGA Fiscalisten can do a lot for you, from an answer or advice to your tax questions to guidance throughout the entire process. If you have any questions or issues and would like high-quality tax advice, please contact one of our expert experienced tax specialists for an intake interview free of charge and without obligation.
NEED TAX ADVICE?
Call: 040-8489888 1st free and non-binding intake interview. Available by phone: Monday to Friday between 09.00h and 20.00h) We can also be reached by e-mail: info@agafiscalisten.nl or via the contact form on the right side of our website.
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