Business succession and transfer schemes BOR and DSR only for a minimum stake of ordinary shares

What changes?

Do you inherit, or are you given, shares in a company? Or do you transfer shares in a company? You will only be allowed to use the business succession scheme (BOR) and the transfer scheme (DSR) for ordinary shares. This means you can no longer use these schemes for profit-sharing certificates or options, for example. The shares must also represent at least 5% of the company’s value (a 5% interest).

If you meet the conditions, you may use the BOR if you inherit or are gifted a company. The scheme means you pay no or less inheritance or gift tax.

If you meet the conditions, you may use the DSR when you pass on a company. You will not have to pay income tax over the remaining company profit if you use this scheme. The tax is transferred to the new owner.

The BOR and DSR aim to make sure that businesses can continue after a transfer to a new owner. Small interests of 5% or less do not threaten the continued existence of a company. The government wants to prevent misuse of the BOR and DSR by introducing this amendment to the existing schemes.

For whom?

• Entrepreneurs who get shares in a company through an inheritance or gift.
• Entrepreneurs who transfer a company.

When?

The change in law is expected to enter into effect on 1 January 2026.

Please note: The effective date of this measure is not yet final. Entry into force is subject to its passing through the Lower and Upper Houses (Tweede en Eerste Kamer) of parliament. After publication in the Staatsblad or Staatscourant (Government Gazette, in Dutch) the law can take effect.

Do you think government rules are unclear?

Do the rules create unnecessary administrative burdens? Or do you know how the rules could make doing business easier? You can report this (anonymously) to the Regulatory Reporting Centre (Meldpunt regelgeving).