Inheriting and continuing a business

What legal structure does the company have?

The legal structure of the company you inherit determines, among other things, who is liable for debts. Is the company a legal entity? In that case, as an heir, you are usually not liable with your own money for the debts of the company. Is the company not a legal entity? Then you may well be personally liable for debts.

Check if the deceased has entered into agreements. There may be additional agreements. For example, about the division of the company among several heirs.

For each legal structure, find out what happens if you inherit the company and want to continue it:

Sole proprietorship

You directly inherit all of the company's assets and debts. Contrary to what the name suggests, a sole proprietorship can also have staff. If you take over the company, you must usually also take over the staff.

Private limited company (BV) and public limited company (NV)

Do you inherit shares in a BV or an NV? Then you will become a partial or full shareholder of the company.

Was the deceased also a director of the company? You do not automatically become the director of the company. Succession is regulated in the articles of association of a company. Usually, the shareholders elect a new director during the general meeting of shareholders. As a shareholder, you may be able to vote on who can fill the position.

General partnership (VOF), limited partnership (CV), and professional partnership (maatschap)

When a VOF, CV, or professional partnership is founded, a partnership contract may have been drawn up. Either at incorporation or afterwards. This usually includes a clause (called ‘beding’ in Dutch) stating what must be done with the share of a deceased partner.

There are 4 types of clauses:

Does 1 of the 2 partners of a general partnership die? Then the other partner can continue the business as a sole proprietorship (eenmanszaak). To do this, you need to adjuste the registration in the KVK Business Register. Have you found a new partner to continue the business with? Then you must also adjust the registration at KVK and draw up a new partnership contract.

In a limited partnership (CV), if a limited partner dies, the CV dissolves by operation of law. This means that the CV automatically ends. Unless it is agreed in the CV contract that it will not. Usually with a the continuation clause or takeover clause. In that case, the CV continues with the other partners, heirs, or a new partner. Heirs are not automatically given the role of partner. This must be set out in the contract.

Foundation and association

Was the deceased a director of a foundation (stichting) or association (vereniging)? The articles of association set out what happens when a director dies. In an association, the general members' meeting appoints a new board member to take over the duties. In a foundation, the other board members will appoint a new director. Unless a successor director has already been appointed in the articles of association.

Filing an inheritance tax return

You must file an inheritance tax return when you receive an inheritance. Even if the inheritance is a business . Whether you must pay inheritance tax depends on the value of the inheritance and your relationship to the deceased. You will receive a letter from the Tax Administration within 4 months after the entrepreneur's death. This will tell you how and when to file the inheritance tax return.

VAT return and income tax return

Is the deceased's business subject to VAT? Then continue to file VAT returns if you are invited to do so. Within 4 months after the death of the entrepreneur, you will receive a letter from the Tax Administration. This will tell you how and when to file the deceased's last income tax return. This is called an F declaration.

Read about the taxes you will have to deal with if you inherit a business.

Business succession scheme (BOR)

Are you inheriting a business and planning to continue it? Or have you received a business as a gift? If so, you can make use of the business succession scheme (BOR). This means you will pay less or no inheritance tax. You can also apply for a deferment of payment via the BOR.

Conditions for using the BOR

You must be 21 years of age or older and you must continue the business for at least 3 years if you received it after 1 January 2025. If you end the business earlier you will have to pay the inheritance tax you were exempt from with the BOR.

You do not have to pay inheritance tax if the value of the business is €1.5 million or less. Is the business worth more? Then 75% of the difference (capital gain) is exempt. You pay inheritance tax on 25% of the capital gain. For this, you can get a postponement of payment for up to 10 years.

Learn more about the BOR terms and conditions (chapter 1 and 2, in Dutch).

Change the registration in the KVK Business Register

After the owners’ death, you must change the registration of the deceased's business in the KVK Business Register. You will receive a letter to this effect from the KVK Bereavement Support Team, asking you to get in touch. You can also let them know what you intend to do with the business yourself via nabestaandendesk@kvk.nl.

Contact the bank

Do you need access to the company's bank account to continue the business? Contact the deceased's bank. You will need a certificate of inheritance (verklaring van erfrecht) from your notary. This proves that you are authorised to make decisions about the assets of the deceased.

Employees retain rights

Are you continuing the company and it employs staff? You must take over all employees in a sole proprietorship. You may not change their terms of employment, contracts, or the collective labour agreement (CAO) in any way. Nor are you allowed to dismiss staff.

You must inform the Tax Administration that you are taking over staff. To do this, complete the Notification of Wage Taxes Transfer of Activities form (formulier Melding Loonheffingen Overdracht van activiteiten, in Dutch). Will you become an employer for the first time as a result of the takeover? Then you must also report this (in Dutch) to the Tax Administration.

Check current contracts

Check all conditions and agreements of current contracts for a sole proprietorship. This way you can assess whether you want to continue and take over the contract or end it.

For example:

• Lease contract: investigate whether you can take over the lease of the business premises.
• Agreements with suppliers and customers.
• Agreements on company insurances.
• Subscriptions (magazines, telephone and internet, window cleaner, fruit or flower service).
• Lease car: you can sometimes take over the lease car contract in the name of the company.
• Car owned by the company: read how to transfer ownership.

Contracts entered into by a VOF, CV, or BV continue.

Take over the business administration

You are required by law to keep and save business records. Check the following:

• Does the company use an accountant, lawyer, or (tax) adviser? Contact them. They can advise you.
• Check current orders and outstanding bills. Contact suppliers and customers in time.
• Submit a VAT return
• Check whether there are any outstanding company debts. And whether there are any unpaid invoices.
• Are there current permits or licences? Check whether these are in the name of the company and when they must be extended.
• Contact the bank about current loans.
• Is there a file with customers and suppliers? Inform them all about the death of the previous director or owner. Also, let them know that you will continue the business.
• Are there any upcoming policy changes? Tell customers and suppliers.
• Check for patents on company products. A patent protects an invention for a maximum of 20 years. You have to pay a yearly fee (instandhoudingstaks) to keep the patent. Email the Netherlands Patent Office (in Dutch), part of RVO: octrooicentrum@rvo.nl

Contact the KVK Bereavement Support Team

Arranging inheritance matters for a company is complicated. The KVK Bereavement Support Team helps next of kin to arrange practical matters.