Business succession options in the Netherlands come down to five routes: family, the current managers (MBO), an outside manager (MBI), a strategic buyer or investor, or your employees. In ABN AMRO's December 2025 survey, more owners planned an employee buyout (5.9%) than an MBO (4.0%) (ABN AMRO, 2025).
Tulpwerk is our demo company. The numbers are made up, the screens are real.
This is general information, not tax or legal advice. Check your situation with a tax adviser.
Key takeaways
You have five realistic routes, and closing the company down is a sixth outcome. Our page on selling your company to your employees covers the route this article spends most time on.
| Route | Who buys | Typical financing | Pace | Your control during the handover | What the notary does |
|---|---|---|---|---|---|
| Family | A child or other relative | A gift or inheritance, or a purchase with a loan from the seller (ABN AMRO, 2025) | Can be gradual | You can stay involved for years | Deed of transfer of the BV shares |
| Management buyout (MBO) | The current managers | A bank loan, the buyers' own money and a loan from the seller, which the government portal calls a financing mix (business.gov.nl) | Usually one transaction after the preparation | Mostly ends at closing | Deed of transfer of the BV shares |
| Management buy-in (MBI) | An outside manager | The same financing mix as an MBO (business.gov.nl) | One transaction | Ends at closing | Deed of transfer of the BV shares |
| Strategic or financial buyer | A competitor, customer, supplier or investor | The buyer's own funds or acquisition finance | One transaction | Ends at closing | Deed of transfer of the BV shares |
| Employee buyout | Part of the staff, often many people | Their own savings per round, sometimes a loan from the seller | Often in rounds over several years | You keep a majority until enough has been sold | Sets up the STAK and transfers the shares to it; after that, certificates move without a notary (our STAK page) |
A transfer of shares in a BV needs a deed executed before a notary based in the Netherlands (art. 2:196 BW). That applies to every route in the table where shares change hands. Our post on how shareholders join and leave a BV explains the difference between transferring existing shares and issuing new ones.
The Belastingdienst describes the bedrijfsopvolgingsregeling (BOR) as an exemption from inheritance or gift tax for someone who inherits a business or receives it as a gift and continues it, such as a child taking over the family firm (Belastingdienst). A sale to your managers or employees is a different situation, so have the tax treatment of your sale confirmed before the first round.
Two in three Dutch owners want to stop within ten years, and family is still the most planned route. Those figures come from an Ipsos I&O survey of 519 entrepreneurs for ABN AMRO, published in December 2025. It is a bank's survey, not official statistics (ABN AMRO, 2025).
Citing CBS, the report adds that almost 13% of owners of firms with at least two workers are 65 or older, up from just over 7% in 2010 (ABN AMRO, 2025).
The difference is who buys. In ABN AMRO's definitions, the current management buys in an MBO, an outside party that wasn't involved before takes over in an MBI, and all or part of the staff takes over in an employee buyout (ABN AMRO, 2025).
| MBO | MBI | Employee buyout | |
|---|---|---|---|
| Buyers | A few managers | One outside manager or a small team | Many employees, each with a small stake |
| Knows the company | Very well | Not yet | Very well |
| Money per buyer | Large amounts, usually with a bank loan | Large amounts, usually with a bank loan | Small amounts per person |
| Structure | The managers may buy through their own holding company | The buyer may buy through a holding company | Often a STAK that holds the shares and issues certificates |
| Timing | One closing date | One closing date | Can be spread over years |
Our post on how to transition to an employee-owned company walks through the employee route step by step.
Usually all of it, on the day the sale closes. ABN AMRO names scale and synergy as the main motive of strategic buyers, and describes financial buyers as investors such as private equity who take over a company to make a profit (ABN AMRO, 2025). The sale usually closes in one transaction, and from then on the new owner decides how the company is run.
Yes. The government business portal describes a gradual takeover of a BV in which the buyer acquires the shares over several years and already has a say and a right to dividends along the way (business.gov.nl). When many employees buy in, a STAK is the usual vehicle. The foundation holds the shares and issues certificates, so the employees get the economic rights while the STAK board votes on the shares. Our older post on the STAK in business transfers explains the structure.
Tulpwerk's founders, Sanne and Joris, each brought 100,000 shares into a STAK on 2 January 2023, together 20% of the company, at €3.00 per share. Since then, staff have bought certificates from the STAK every spring at that year's price.
| Date | What happened | Price |
|---|---|---|
| 2 January 2023 | Founders bring 20% of the shares into the STAK | €3.00 |
| March 2023 | First staff round: six employees buy certificates | €3.00 |
| March 2024 | Second staff round: three employees | €3.60 |
| 31 August 2024 | Jesse, who held options, leaves and his vesting stops | |
| March 2025 | Third staff round: two employees | €4.20 |
| 30 June 2026 | Yearly valuation by Equidam, €4.8 million for the company | €4.80 |
The founders still hold 68% of the shares. This phased sale has only started, and the next rounds will use the €4.80 price. Each purchase on Share Council is a transfer at the round's price. The buyer signs the deed and pays the seller, and the certificates move once the seller confirms the payment.
Each round needs a price both sides accept. Our post on employee buy-ins and valuation explains why an independent price matters, and our valuation page shows how you add your adviser's valuation or start one with our partner Equidam.
Plan for years, not months. The most recent government figure we found is from 2013, when the Minister of Economic Affairs wrote to parliament that a business transfer takes 4.3 years on average (Kamerbrief 32637 nr. 76, 2013).
Many owners start late. In ABN AMRO's survey, 22% of owners who want to stop within ten years had not started on succession. Among those planning to stop in five to ten years it was more than 37%, against 8% of those stopping within five years (ABN AMRO, 2025).
A staged sale to staff takes longest, because the rounds themselves run for years:
| When | What happens | Who is involved | What you end up with |
|---|---|---|---|
| Year 0 | Valuation, choice of structure, STAK set up, administration terms agreed, shares transferred to the STAK | Adviser, tax adviser, notary, Share Council team | Notarial deeds, STAK articles, a first dated valuation |
| Year 1 | First round: employees buy certificates at the year-0 price | STAK board, employees | A signed deed and a recorded payment per purchase |
| Years 2 to n | Yearly valuation, then a new round at the new price | Your adviser or our partner Equidam, STAK board, employees | A dated price history and a growing list of holders |
| Any year | Someone leaves, and your agreement decides whether they sell back, to whom and at what price | STAK board, the leaver | The buyback or return, recorded as its own transaction |
| End state | Founders sell the rest, keep a minority, or move to steward ownership | Adviser, notary | A new ownership structure |
Tulpwerk is in the "years 2 to n" stage, with three rounds done. If steward ownership is your end state, see our page on steward ownership.
The notary executes the deeds for BV shares and sets up the STAK, and our team coordinates the structure with your notary. After that, you run the rounds on Share Council.
| Party | What they do |
|---|---|
| Succession or M&A adviser | Helps you choose the route, find or prepare the buyer, and negotiate price and terms |
| Notary | Executes the deed for a transfer of BV shares and sets up the STAK |
| Bank | Finances part of an MBO, MBI or larger sale |
| Tax adviser | Covers the BOR in a family handover, the seller's tax and the employees' tax position |
| Share Council | Coordinates the structure with your notary, keeps a dated valuation with its report for every round (from your adviser or our partner Equidam), runs the STAK's certificates, records each transfer with a signed deed and a recorded payment, and shows every holder their stake |
Share Council doesn't lend money or arrange loans, and buyers pay the seller directly. A STAK and certificates need a paid plan, and our pricing page lists what each plan includes.
Choose by who can pay, how fast you want out and what should happen to your team.
Is there an employee ownership trust in the Netherlands?
The employee ownership trust started as a UK structure, and our post on the employee ownership trust (EOT) explains how the UK model works. Dutch companies that sell to a wide group of staff often use a STAK. Your notary or adviser confirms which Dutch structure fits your sale.
Do I always need a notary?
For a transfer of shares in a BV, yes, because it needs a notarial deed (art. 2:196 BW). After that, certificates move between people without a notary, as our STAK page explains, and you create and sign each transfer deed on Share Council. Your notary or adviser confirms which deed each round needs.
What if nobody buys in a round?
A round only sells what employees choose to buy. In the Tulpwerk demo, the certificates nobody has bought yet are still held by the STAK. When you hold the next round, and what can happen to unsold certificates later, depends on the STAK's articles and terms, so check them with your notary or adviser.
Can I combine routes?
Yes. A family handover and a sale to staff can run side by side in the same company. Ask your tax adviser how the gift and the sale are each valued and taxed.
See how valuations, rounds and certificates fit together on our page on selling your company to your employees. Then create an account and put today's owners in, so the first deed starts from the right cap table.
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