You may have purchased shares in a Dutch company in the past, or you may have started a Dutch company from scratch. In that case, you should consider the capital gains tax in the Netherlands.
In the Netherlands, any gains that you derive from selling your business (in case you owned more than 5% to begin with), are taxed as ‘aanmerkelijk belang’ (capital gains).
The Dutch tax laws make no distinction between paying out dividends and selling your shares at a profit. The tax liability is the same. Similarly, rent income is taxed differently than capital gains on Dutch property.
Although Dutch properties (and the income associated with them) are always taxed in the Netherlands, your income from Dutch shares/equity may be exempt from capital gains taxes. This can be affected by your place of residence (if you live outside of the Netherlands) as well as any tax treaties that exist between the Netherlands and your country of residence.
Box 2 (substantial interest in capital/equity) for selling shares
Consider that you have a significant interest in your company. In that case, Box 2 applies, and you must pay 25 per cent capital gains on the sales profit in Box 2 if you sell (part of) these shares. The sales profit is frequently the difference between the selling price and the price you paid for these shares.
A short example:
For example, if you receive your B.V. dividend as a director-major shareholder (hereinafter: DGA) of € 100,000, you must file a dividend tax return. When you file a dividend tax return, you must pay 15 per cent in dividend tax. The total dividend tax is therefore € 15,000. The tax on the € 100,000 in box 2 is then paid out of a substantial interest when filing an income tax return. As previously stated, the rate is 25 per cent, which translates to € 25,000. However, the €15,000 in dividend tax you have already paid is considered “input tax” for the purposes of the box 2 levies. The remaining 10 per cent tax is effectively paid at € 10,000 with the income tax return, bringing your total tax payment to € 25,000 (25%) from a substantial interest. The remaining dividend is then equal to €75,000.
Do you anticipate receiving dividend payments at the beginning of the year, which would necessitate paying a higher tax burden on your income tax return than usual? The tax can be paid in monthly instalments with a provisional assessment. Additionally, when paying a dividend, don’t forget to have a minute and a dividend letter prepared.
Capital gains in real estate in the Netherlands
The capital gains from selling real estate in the Netherlands are subject to corporate tax before any dividends may be distributed. Your taxable amount can also be reduced by any property-related costs.
Your real estate capital gains will be taxed in accordance with the following corporate tax rate overview:
|Taxable amount from:|
Taxable amount up to and including
|€ 0||€ 395,000||15%|
|Taxable amount from:||Taxable amount up to and including||Percentage 2023|
|€ 0||€ 200,000||19%|
Dividends can be paid out after the corporate tax has been paid. (As described in this article, dividend withholding tax may apply.)