A business in an estate requires swift practical decisions and careful legal administration. Employees, customers and financiers cannot always wait for division between heirs. Yet involvement in the business does not automatically authorise acting for the estate or a private limited company. Nor does a tax exemption decide who gets the business. This explanation concerns Dutch law and distinguishes succession, division and taxation. Conditions of business succession relief must always be assessed for the year and specific form of acquisition.
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1. Establish precisely what is inherited
With a sole proprietorship, business assets and debts belong to the entrepreneur's assets. With a Dutch private limited company (bv), the inheritance generally consists of shares; business assets and debts then belong to the legal entity. With a general or professional partnership, the partnership agreement and death provisions may determine what happens to the deceased's position. Therefore collect not only the will but also the Commercial Register extract, articles, shareholder agreements, annual accounts and any partnership contracts.
Continuation, accrual and offer clauses serve different functions. An entitlement to compensation may arise without an heir becoming an entrepreneur personally. Nor does designation in a will automatically make someone a bv director. Also investigate whether the deceased wholly owned the business assets or whether they partly formed matrimonial community property. These starting points determine the value represented by the estate, who can decide and which agreements with others must be implemented.
2. Arrange temporary governance and daily continuity
Immediately clarify who is authorised for payments, access to records and representation. An heir, executor and director may each have different positions. An executor's ordinary management role, for example, does not necessarily permit all corporate decisions. Check the will and articles together. If the sole director died, follow the appointment route prescribed there. Also arrange replacement bank authority with the bank and required evidence.
Make a short continuity plan for wages, rent, insurance, taxes and necessary orders. Separately identify decisions involving a lasting change of direction, such as selling machinery or new financing. Record on whose behalf agreements are concluded. Acting without sufficient authority or giving personal guarantees may create new risks. Meanwhile protect business information and customer data. Death does not justify unrestricted sharing of accounting files among relatives with no business role.
3. Assess acceptance and debts before buyout
A profitable business can nevertheless leave debts, guarantees or tax obligations. The choice between unconditional acceptance, acceptance under benefit of inventory and renunciation concerns the whole estate. You cannot accept only the business and reject private debts. Before significant acts, have their consequences for acceptance assessed. An urgent protective act must be distinguished from disposing of estate assets as if they already belonged to you without restriction.
Beneficial acceptance may entail statutory liquidation. This affects management, creditors and distributions to heirs. A wish for business succession does not override these rules. Alongside visible loans, identify current-account positions, lease obligations and personal security. With a bv, business debts generally remain with the company, but the deceased's personal obligations may enter the estate. Therefore make separate overviews of business debt, estate debt and any new obligations of the successor.
4. Have value and buyout established verifiably
If one heir receives the business, others may have a claim for an allocation exceeding that heir's share. Agree which expert values it, what information will be supplied and the appropriate valuation basis. Balance-sheet value is not automatically economic value. Future earning capacity, dependence on the deceased, debts and deferred tax positions may make a difference. Also clarify the valuation date and who bears results or risks during administration. Give the expert the same documents as the other heirs, so information differences do not secretly affect the outcome. Discuss handling uncertain receivables, pending claims and business assets whose value fluctuates strongly.
A value accepted for tax does not automatically decide every civil dispute between heirs. Also discuss how buyout is paid: immediately, by instalments or with security. Specify interest, when payment becomes due and consequences of payment problems. A buyout immediately exhausting working capital may threaten continuity. Conversely, other heirs need not bear unlimited business risk without clear agreement. Have a coherent proposal prepared visibly connecting business financing and each person's inheritance share.
5. Examine business succession relief under the 2026 rules
Dutch business succession relief for inheritance tax, known as the BOR, may exempt qualifying business assets under conditions. Investment assets do not necessarily qualify. Shares, real estate, preference rights or a complex group structure require separate assessment. The ordinary ownership period for inheritance is at least one year. However, the official 2026 brochure specifies an extension where the deceased is more than two years above state pension age: an extra half-year for every year above that threshold.
The brochure also states an exception to the extended period where the deceased started a business within two years of reaching state pension age. Therefore have a tax specialist check exact age, ownership history and any restructurings. For inheritance, no minimum recipient age applies as with a gift. Any exemption's extent depends on qualification and valuation; a business name or registration alone does not prove all assets are exempt.
6. Safeguard continuation and separate tax obligations
For acquisitions from 1 January 2025, the starting point is a three-year continuation period; for older acquisitions five years may apply. With shares, retaining them and the company's continued operation of the business must also be considered. Sale, cessation or changed activities may have consequences, even if only part is disposed of. Exceptions and facilities exist, but must be tested against the specific transaction before signing.
The Dutch Tax Administration states that a return must be filed within eight months after the continuation requirement ceases to be met. Record the start and end of the applicable period and planned transactions. Inheritance tax, income tax on profits arising at death, any rollover arrangements and VAT are separate subjects. BOR application does not prove no other taxes are due. Also distinguish filing from payment: granted deferral may carry interest and its own conditions.
7. Create a workable succession file
Fictional example: two children inherit shares and one wants to continue the business. A provisional family agreement on price is only a start. Necessary elements include authorised management, checking the articles, valuation, buyout financing and assessment of the chosen division's tax effects. A takeover appearing commercially attractive may have different tax consequences if shares are quickly transferred again. Therefore have the intended steps calculated together beforehand.
Request BOR application in the return; do not wait until the assessment becomes irrevocable. The relief is not automatic processing of a Commercial Register change. Keep advice, calculations and decisions in the estate file and assign someone to monitor deadlines. Where heirs disagree, first record what is provisionally necessary to preserve the business. A final division may require separate advisers alongside the accountant or tax specialist already working for the business. Also plan who reports changes to the adviser after transfer is complete. Otherwise a later partial sale, change in share rights or relocation of activities may emerge only in the next annual accounts. That may be too late for prior assessment. Therefore ensure the administration flags intended decisions needing tax and legal assessment first.
Frequently asked questions
Do I become a director if I inherit shares in the bv?
No. Shareholding and directorship are different functions. The articles and applicable appointment rules determine how a successor director is appointed.
Is one year of ownership by the deceased always enough for BOR relief?
No. The 2026 rules include a possible extension for older deceased owners. Ownership history, business activities and special situations must also be assessed.
Can I sell the business after two years without affecting the exemption?
You cannot assume that. Under the current three-year period, a sale may affect the exemption wholly or partly. Check whether an exception applies before selling.
Sources
These sources relate to this page. For a specific case, check current rules and your own documents.
- Ondernemersplein/KVK — Een bedrijf erven en voortzetten Accessed: 2026-10-23
- Belastingdienst — BOR-brochure 2026 Accessed: 2026-10-23
- Belastingdienst — niet meer voldoen aan voortzettingsvereiste Accessed: 2026-10-23
- Besluit schenk- en erfbelasting BOR 2026 Accessed: 2026-10-23
- Belastingdienst — onderneming wijzigen of beëindigen bij overlijden Accessed: 2026-10-23
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Editorial team Inheritance law in the Netherlands
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