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Taking over a Dutch company

If you aim for international growth or increasing your European market share, the Netherlands is an interesting country to establish business. You may establish a company or a subsidiary; alternatively, you may decide to take over an existing Dutch company. One of the main benefits of an acquisition is that it prevents the need to build everything up from scratch. Existing companies also generally have built up a reputation in the market, further increasing your chances of success in financial and other terms.

International acquisitions

International transactions

Even after completion of the take-over, you may still hit some bumps in the road. You can rely on Bol International’s consultants for such issues. We have assisted in many successful international take-overs throughout the years.


What should they bear in mind during an international take-over?

A company often has concluded various contracts with different parties. The obligations ensuing from these contracts will automatically be transferred to the new owner.

These contracts are generally not easy to amend or cancel. For example, if some staff are not to your liking, you do not have the right to simply fire them upon take-over. Other examples include obligations towards the lessor of the building or the suppliers. In the Netherlands, ‘an agreement is an agreement’ - parties are expected to remain committed to their contracts.

What are the options regarding personnel upon take-over?

The Dutch legal system sees the company and its staff as a single entity. This is why all contracts are legally transferred upon take-over. Basically, you also ‘buy’ the staff, including their existing rights and obligations.

What are the tax implications by taking over a company?

In terms of tax, the acquisition of a company consists of four components:

  • the building;
  • the activities;
  • the people;
  • the transaction type.

For example, in some cases you are not liable for VAT on the building. If the building is part of a BV (limited liability), there are several options. This is why it is important to carefully select the right construction in advance.

For a take-over, compare the financing options in both your own country and the Netherlands, and make a choice regarding the optimal tax option in respect of interest deduction. Up to one million Euros, interest is tax-deductible, so financing through the Netherlands may be favourable.

In many respects, it is useful to view the transaction structure from a tax perspective. Bol International’s consultants are happy to assist you in this selection process and also complete the transactions for you if you wish.