Conditions for business succession scheme BOR will change

What changes?

Are you getting a business as an inheritance or gift? The conditions for the business succession scheme (BOR) are going to change. With the BOR, you pay less or no inheritance tax or gift tax.

Change (expected) from 1 January 2025:

• The continuation requirement will be 3 years. This is currently 5 years. That means you have to continue the activities of the business you acquire for at least 3 years. You will then be able to take on other activities faster or choose a different legal structure, or a collaboration such as a joint venture.

Changes (expected) from 1 January 2026:

• Do you get a business from an entrepreneur who started the business more than 2 years after their state pension (AOW) age? This entrepreneur must have had longer ownership of the business at the time of gift or inheritance (longer ownership requirement). Otherwise, you cannot apply the BOR. Currently, the ownership requirement is 5 years when gifting a business and 1 year in case of an inheritance.
• Have you previously owned the business you are getting? Then you can no longer use the BOR.
• Are you getting shares in a business? You will soon be able to use the BOR only for normal shares. Thus, no longer for profit-sharing certificates or options on shares, for example. The shares must represent at least 5% of the value of the business.
• It will be easier to restructure the business you get. For example, you can split or merge the business, without losing the BOR tax benefit for not meeting the ownership or continuation requirement.

With these changes, the government wants to ensure that it becomes easier to continue a business. It should also make it more difficult to misuse the BOR. For example, if someone buys a business at an advanced age only to avoid gift tax or inheritance tax.

For whom?

• Entrepreneurs who inherit or are gifted a business.

When?

The change in law is expected to enter into effect on different dates.

Expected on 1 January 2025:

• The continuation requirement goes from 5 to 3 years for a business you get after 1 January 2025.

Expected on 1 January 2026:

• The ownership requirement will be extended for the entrepreneur who wants to transfer a business to you or from whom you inherit.
• If you have owned the business before, you cannot use the BOR.
• If you get shares, you can only use the BOR for normal shares with at least a 5% interest.
• You can restructure more easily without losing your right to the BOR.

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).