Quick answer — emigrating with a Dutch BV. If you hold a substantial interest (5% or more) in a BV and emigrate from the Netherlands, the Dutch tax authority issues a protective assessment (conserverende aanslag) on the unrealised gain in your shares, at the box 2 rates. Payment is deferred and becomes due mainly if you sell the shares or receive certain distributions; for emigrations since 2015 it no longer lapses automatically after ten years. The BV itself remains Dutch tax resident.
Dutch entrepreneurs often run their business through a BV, with themselves as director-major shareholder (DGA). When a DGA decides to live abroad, the BV does not follow. It stays a Dutch company, pays Dutch corporate tax, and its shares stay within reach of the Dutch tax authority through the protective assessment.
The protective assessment is not an immediate bill. It records the tax on the gain in your shares at the moment you leave and keeps it open. Dividends, liquidation proceeds or a sale of the shares can make part or all of it payable. For founders planning to keep the BV and draw dividends from abroad, understanding when the assessment is triggered is the key to the whole plan.
This guide does not cover owners staying in the Netherlands, employees on a foreign assignment, or settled expats. For your personal move, see our relocation guides.
For other countries and the general framework, see our overview on relocating your business abroad.
Also relevant: the Belgian company seat transfer and the Danish ApS exit rules.
When you emigrate with a substantial interest, the law treats you as having sold your shares at market value on the day before you leave. The gain is taxed in box 2, but instead of paying, you receive a protective assessment and a deferral of payment. The assessment becomes payable, in whole or in part, when for example:
For emigrations from 15 September 2015, the assessment is no longer remitted automatically after ten years. Treaties and EU law can limit how it is collected, and you can request a credit for tax paid abroad on the same gain.
A BV incorporated under Dutch law is deemed Dutch resident for corporate tax. If you manage it from your new country, that country may claim it is resident there or has a permanent establishment there, and the tax treaty decides.
Deregister from your municipality, file your emigration-year income tax return (the M form), and keep the BV's corporate tax returns, annual accounts and Chamber of Commerce filings up to date.
Amounts are indicative.
Dividends or a sale after you leave can trigger part of that amount. Many founders therefore plan distributions before emigration, or carefully limit dividends afterwards, depending on the tax rate in their new country.
Dutch banks usually keep the BV's account but will update KYC and may ask for proof of your new tax residence and where the company is managed. Some banks restrict online services for directors living outside the EU.
The Netherlands Founder Exit Guide covers the valuation, filings and distribution planning around your emigration — get it when you plan your BV's exit with Heavnn.
It is a protective tax assessment that the Dutch tax authority issues when you emigrate with a substantial interest (5% or more) in a company. It taxes the unrealised gain on your shares at the box 2 rate but defers payment.
Mainly when you sell or give away the shares, when the company is liquidated or repays capital, or when it pays dividends above certain levels after you emigrate.
For emigrations before 15 September 2015, remission after ten years was possible. For emigrations since then, it no longer lapses automatically.
Yes. A BV can have a non-resident director and shareholder. It remains Dutch for corporate tax, and your new country may also claim it if you manage it from there.
The Netherlands withholds 15% dividend tax, often reduced by treaty, and part of the protective assessment may become payable. Your new country then taxes the dividend under its rules.
The protective assessment follows you after you leave. Heavnn plans your distributions so it does not surprise you.
Plan your company's exit with Heavnn →
This guide is general information, not tax or legal advice. Rules are summarised as of October 2026.
