Netherlands exit tax: who owes it and how to defer it

The Dutch exit tax is the one European founders most often misunderstand — not because the rules are obscure, but because the name promises something the mechanism does not deliver.

A conserverende aanslag is a preservation assessment. After you emigrate, the Belastingdienst calculates what you would owe if you had sold your shares when you stopped being a Dutch tax resident, records that number against you, and then, if you meet the conditions, does not collect it. Founders hear “deferred” and relax. The number is real, and for shares it does not expire.

This page is the deep dive on the charge itself. For the full departure sequence — the Article 4 AWR duurzame band test, the BRP uitschrijving, the M-biljet — see how to leave Netherlands tax residency.

Who it reaches

Two conditions that catch people, stated plainly:

For a Dutch BV there is no minimum-residency condition. Spain’s Article 95 bis requires ten of the previous fifteen years as a resident. Germany’s §6 AStG requires seven of the last twelve. The Netherlands applies no such filter to a Dutch company: a founder who moved to Amsterdam two years ago on the 30% ruling, incorporated a BV, and now wants to leave for Bangkok is inside the regime. The exception is narrow — a substantial interest in a foreign company is not caught if you leave within eight years of arriving and lived in the Netherlands for no more than ten of the last twenty-five years (Art. 4.18).

The 5% is counted widely. A fiscal partner’s shares count, so two partners with 3% each hold 6% between them. Options and profit rights count. And a holding under 5% still counts if a parent, child or other direct-line relative has a substantial interest in the same company.

What it costs

The unrealised gain is taxed at box 2 rates. In 2026:

The lower band is small, so the blended rate converges on 31% quickly:

Model anything substantial at roughly 30–31%. Unlike the German calculation, there is no partial-income mechanism reducing the taxable base, and unlike the Spanish one there is no long progressive ladder — box 2 is two bands and the second one arrives almost immediately.

How the Netherlands compares

The same founder — 100% of a company worth €1.5M, incorporated with €25,000, so a €1,475,000 unrealised gain — leaving three different countries:

The headline rates are close. The applicability is not, and that is where the real money sits. For a Dutch BV the charge is the most likely of the three to fire, because it has no residency-duration escape hatch. Full workings for the other two: Spain’s Article 95 bis and Germany’s §6 AStG.

Deferral — and the security to plan for

The assessment is issued after you file the return for the year you emigrate, and the terms of its deferral depend on where you are going:

No collection interest runs while the deferral is in place.

For a Thailand or Paraguay move with a substantial interest, the security is the operational crux. On a €1,000,000 gain the assessment is roughly €305,000, and the security has to cover the Belastingdienst’s claim at the moment you are also funding an international relocation. The law does not require it before you leave — the assessment comes later — but lining it up in advance, with your bank or against property, turns a cash-flow surprise into a plan.

What ends the deferral

For shares, the preserved assessment becomes payable, in whole or in part, on:

• A sale of the shares, a buyback by the company, or a liquidation payment
• A repayment of capital
• Borrowing from the company above the €500,000 threshold
• Every dividend, in part: the dividend multiplied by the box 2 rates, less Dutch dividend tax and any foreign tax actually paid

A gift can keep the deferral going, on a joint request of giver and receiver.

On the timing question founders always ask: if you emigrated after 15 September 2015 at 15:15, the assessment on shares never lapses. Before that moment, emigrants got ten years of deferral and could then ask for remission, provided the company still existed and they still held the shares. Assessments on pension, lijfrente and home-linked savings still run for ten years, after which you can ask for remission.

The claim is fixed at emigration, but it is not frozen against you. If you later sell for less, or the company is wound up at a lower value (other than because profits were paid out), you can ask for remission of the tax on that fall — and of any excess over what a Dutch resident would pay at that point.

What can still be done

Everything runs through the same constraint: the charge is set when Dutch tax residency ends.

1. Selling down below 5% does not get you out. Selling part of the holding is itself a taxable sale in box 2. Dropping below 5% then counts as a deemed sale of the shares you keep (Art. 4.16 lid 1 sub g). You either pay box 2 tax straight away on the whole remaining gain, or you ask to defer it (Art. 4.40) — and then the remaining shares become a fictief aanmerkelijk belang with no end date, which emigration still catches. Realising the gain before you leave can sometimes make sense, but it swaps a deferred tax for tax paid now.
2. Fix the valuation properly. The assessment on shares follows you indefinitely. A defensible valuation prepared in advance is worth more here than in regimes where the claim expires.
3. Sequence the departure date. Where a funding round or a down-round is in prospect, which side of it you leave on changes the assessment.
4. Budget the security, not just the tax. For a move outside the EU, the guarantee or pledge ties up capital or credit for as long as the deferral lasts. That is a cash-flow constraint on the move itself, distinct from the tax.

What most readers should actually do

If neither you nor your partner holds 5% of any company — directly or through options, profit rights or a relative’s stake — the share charge is not your problem. Check your Dutch pension, lijfrente and kapitaalverzekering eigen woning anyway: they usually lead to a conserverende aanslag that is deferred and later remitted rather than paid, but it still arrives, and cashing those savings in early makes it payable. The rest of your Dutch exit is the BRP and M-biljet sequence in the leaving the Netherlands guide.

If you hold a substantial interest in a Dutch BV, note that you have no residency-duration defence — the question is what the shareholding is worth and when you leave. Model it before you fix a departure date, and plan the security if you are going outside the EU.

Run the Thailand tax calculator for the destination side, compare the Thailand vs Netherlands position, or see the EU exit tax cheatsheet for all eight jurisdictions side by side.

When you want it modelled against your actual cap table and departure window, book the free diagnosis call. We will tell you what the assessment looks like on your numbers and what security a move outside the EU would need.