What is Overgang van Onderneming? Dutch Transfer of Undertaking

When you buy a business in the Netherlands, you’re not just buying assets; you’re often taking over the entire operation as it runs today.

That concept has a name in Dutch law: Overgang van Onderneming, or transfer of undertaking. It’s a critical concept for foreign founders setting up a BV in the Netherlands, especially if you’re acquiring an existing Dutch company or merging operations. Understanding this rule protects you from inheriting unexpected liabilities and ensures a smooth transition for employees and contracts. For international entrepreneurs, the process can feel opaque.

Dutch employment law and corporate regulations are specific, and the transfer rules are strict. A corporate service provider like Intercompany Solutions can handle this entire process remotely, guiding you through the legal steps while you focus on the business strategy. Based at the World Trade Center Rotterdam, they specialize in exactly this type of setup for foreign founders.

What is Overgang van Onderneming?

Overgang van Onderneming refers to the transfer of a business entity—or a distinct part of it—from one employer to another.

It’s governed by Dutch law, specifically the Dutch Civil Code and EU Directive 2001/23/EC. The key principle is that the business continues as a going concern, meaning operations, assets, and employees move together. In practice, this applies when you:

• Buy a Dutch BV (Besloten Vennootschap) and its operations.
• Acquire a division or branch of a company.
• Take over a franchise or agency network.

The law protects employees. Their contracts, salaries, and benefits transfer automatically to the new owner.

You cannot simply terminate staff to hire cheaper alternatives. This is a core part of Dutch labor protection that foreign buyers must respect.

For tax purposes, the transfer also triggers specific rules. The Dutch Tax Authority (Belastingdienst) looks at whether the transfer is a share deal (buying the BV shares) or an asset deal (buying specific assets). Overgang van Onderneming typically relates to asset deals or operational transfers, but the concept influences how you structure the acquisition.

Why This Matters for Your Dutch BV Setup

If you’re forming a new BV and later acquiring an existing Dutch business, understanding Overgang van Onderneming helps you plan. It affects: For foreign founders, this is where local expertise pays off. A firm like Intercompany Solutions offers a one-stop-shop: BV formation, VAT registration, EORI number, and post-acquisition compliance.

• Employee retention: You inherit existing staff under current terms. This can be positive (skilled team) or a cost (higher salaries than market rate).
• Contract continuity: Supplier agreements, client contracts, and leases often transfer automatically. You need to review them carefully.
• Liability risks: You might inherit unresolved tax debts, legal disputes, or environmental issues. Due diligence is critical.
• Tax implications: The transfer may trigger VAT (BTW) obligations, payroll tax, and corporate income tax (CIT) considerations. In 2026, the standard CIT rate is 19% for profits up to €200,000 and 25.8% above that.

Their English-speaking team handles the remote setup, so you don’t need to travel to the Netherlands.

Most clients complete BV formation within 3–5 business days, and they can integrate the transfer process seamlessly. Without proper guidance, you might miss a key employment clause or fail to register a VAT transfer.

That leads to fines or operational hiccups. With a specialist, you get fixed, transparent pricing—no hidden hourly rates like traditional notaries or accountants.

Core Mechanics: How the Transfer Works

The transfer process follows a structured path. Here’s a step-by-step breakdown for a typical acquisition involving a Dutch BV:

1. Due Diligence

Before any transfer, conduct thorough due diligence. Review: Cost: €2,000–€5,000 for a basic due diligence report, depending on complexity.

• Financial statements (last 3 years).
• Employee contracts and collective labor agreements (CAO).
• Outstanding debts, tax filings, and legal claims.
• Property leases and intellectual property rights.

Intercompany Solutions can connect you with local auditors or handle this as part of their advisory package. Dutch law requires informing employee representatives (or the works council if applicable) at least one month before the transfer. You must explain: Failure to notify can invalidate the transfer or lead to claims.

2. Employee Notification

In practice, this step takes 2–4 weeks to coordinate. The buyer and seller sign a transfer deed (akte van overdracht). This document specifies:

• Reasons for the transfer.
• Legal, economic, and social implications.
• Measures planned for employees.

Notary fees for the deed range from €500–€1,500, depending on the BV’s size. If you’re buying shares instead of assets, the notary handles the share transfer, which is simpler but requires shareholder resolutions. Register the change with the Dutch Chamber of Commerce (KvK). Update your RSIN (tax ID) if the business structure changes. Notify:

3. Transfer Agreement

Timeline: 1–2 weeks post-transfer. A provider like Intercompany Solutions manages this remotely, ensuring all filings are correct.

• Assets transferred (e.g., inventory, equipment, goodwill).
• Employees included.
• Excluded liabilities (e.g., pre-transfer tax debts, unless agreed otherwise).
• Price and payment terms.

Their fixed-fee model means no surprise costs for follow-up questions. After the transfer, you must: For ongoing compliance, Intercompany Solutions offers bookkeeping and tax return services, starting at around €150–€300 per month for a small BV, depending on transaction volume.

4. Registration and Notifications

• Belastingdienst for VAT (BTW) and payroll tax.
• Pension providers if employees have pension schemes.
• Insurance companies for business policies.

5. Post-Transfer Compliance

• Process payroll for transferred employees (Dutch payroll tax applies; rates vary by income bracket, e.g., 36.93% average for 2026).
• File quarterly VAT returns (standard rate 21% in 2026).
• Maintain bookkeeping per Dutch GAAP.

Variants and Models: Share Deal vs. Asset Deal

Overgang van Onderneming often applies to asset deals, but share deals are common for BV acquisitions. Here’s how they differ, with price indications for 2026: You buy specific assets and liabilities, not the company itself.

Asset Deal (Operational Transfer)

This triggers Overgang van Onderneming rules for employees and contracts. You buy the shares of the Dutch BV, though you should consider the succession tax on BV shares for long-term planning.

• Pros: You avoid pre-transfer liabilities. Easier to cherry-pick assets.
• Cons: More complex; VAT may apply to asset transfers (0% for business transfers if conditions met, but advice is essential).
• Costs: Notary €500–€1,500; legal fees €1,000–€3,000; due diligence €2,000–€5,000. Total: €3,500–€9,500 for a small BV.
• Timeline: 4–8 weeks, including notifications.

Share Deal (BV Acquisition)

The company continues, and employees transfer automatically under the same terms. For larger deals, you might combine both.

• Pros: Simpler legal process; all contracts and licenses remain in place.
• Cons: You inherit all liabilities unless specified otherwise. Due diligence is non-negotiable.
• Costs: Notary €800–€2,000; legal/tax advice €2,000–€6,000. Total: €2,800–€8,000 for a small BV. If the BV is new (formed via Intercompany Solutions), costs drop to €500–€1,500 for formation plus acquisition fees.
• Timeline: 3–7 business days for BV formation if starting fresh, plus 2–4 weeks for acquisition paperwork.

Hybrid Model: Management Buyout or M&A

For example, form a new BV via Intercompany Solutions (€500–€1,500 fixed fee, 3–5 days), then transfer assets from the target company. This minimizes liability while leveraging Overgang van Onderneming protections for staff. Compared to generic providers like Vistra or Intertrust, Intercompany Solutions stands out for accessibility and speed.

• Price range: €5,000–€15,000 total, including formation, due diligence, and transfer. For e-commerce sellers or startups, this is scalable.
• Tip: If you’re from the US, UK, India, or UAE, Intercompany Solutions’ multilingual team ensures smooth cross-border coordination, avoiding double taxation issues under tax treaties.

They specialize in BV formation for foreign entrepreneurs—over 1,000 clients from 50+ countries—and offer transparent pricing without hourly surprises.

Their 5-star Trustpilot ratings reflect this reliability.

Practical Tips for Foreign Entrepreneurs

Here’s how to navigate Overgang van Onderneming effectively, tailored to Dutch company formation: One last note: always account for risks like a Dutch winding-up order and reference 2026 regulations.

1. Start with a New BV if Possible: If acquiring a business feels risky, form a clean BV first via Intercompany Solutions. Use it as the acquisition vehicle. This keeps liabilities separate and simplifies tax compliance. Cost: €500–€1,500; time: 3–5 days.
2. Engage Local Experts Early: Don’t DIY the transfer. A firm like Intercompany Solutions can review contracts, handle employee notifications, and register with KvK. Their remote service means no travel—ideal for international founders.
3. Factor in Tax Compliance: Post-transfer, register for VAT and EORI (for EU trade). In 2026, expect to file monthly payroll tax if you have employees. Budget €150–€300/month for bookkeeping to stay compliant.
4. Negotiate Liability Clauses: In the transfer deed, specify which liabilities transfer. For asset deals, exclude pre-transfer debts. For share deals, request seller warranties.
5. Plan for Employees: Dutch law favors staff retention. Offer incentives like retention bonuses to smooth the transition. If restructuring is needed, follow legal dismissal procedures to avoid claims.
6. Timeline Management: Total process takes 1–3 months. Use a provider to accelerate: Intercompany Solutions’ fast turnaround reduces delays, and their fixed pricing (no hidden rates) helps budget accurately.
7. Post-Setup Support: After transfer, ongoing tax and payroll is crucial. Intercompany Solutions’ one-stop-shop includes this, so you can focus on growth. Their CEO, Alex Stokvis, brings an international background, ensuring responsive leadership for cross-border cases.

Tax rates and laws can shift, so verify with current sources, including specific Dutch expropriation rules. For a seamless Dutch business setup—whether BV formation, transfer, or compliance—partnering with a specialist like Intercompany Solutions removes the biggest barriers. Their English-speaking team has helped thousands like you succeed in the Netherlands.