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An asset-liability agreement (also known as an asset-liability transaction) is the transfer of specific assets and/or liabilities from a business to another party — in contrast to a share transfer, where the entire BV changes ownership. It is attractive to the buyer because they can choose what to acquire and what not; for the seller, it is often more fiscally complex. It is frequently used in business transfers, the conversion of a sole proprietorship into a BV (contribution), or transfers between BVs within a holding structure.
The short answer
- What: transfer of selected assets and liabilities, excluding shares.
- For: business transfer, contribution of a sole proprietorship to a BV, restructuring within a holding structure, or sale of “only the valuable part” of a business.
- Advantage for the buyer: no “skeletons in the closet” — he only takes what he wants.
- Seller's benefit: sometimes more tax-efficient than a share transfer.
When do you choose assets and liabilities?
Four common situations:
- Business transfer where the buyer does not want everything. For example: acquisition of the customer base and machinery, but not outstanding debts or ongoing lawsuits.
- Conversion of a sole proprietorship into a private limited company (BV). With a contribution based on taxable income, assets and liabilities are transferred to the new BV via an asset and liability agreement.
- Reorganization within holding structure. Transfer of a specific business unit from operating company A to operating company B.
- Sale of a “business unit”. A company does not sell the entire BV, but only a specific activity (e.g. a product line or regional activity).
What is in it?
A good asset and liability agreement contains:
- List of transferred assets: stocks, machinery, inventory, receivables, intangible assets (trademarks, goodwill, contracts).
- List of transferred liabilities: debts, obligations, current contracts.
- Purchase price per category or total.
- Guarantees regarding the accuracy of the assets/liabilities and the absence of claims.
- Indemnities against hidden obligations.
- Transition date (legal and economic).
- Transfer of personnel (Art. 7:662 et seq. of the Dutch Civil Code) if employees transfer.
- Non-compete and non-solicitation clauses for the seller.
- Agreements regarding tax treatment (VAT transfer under Art. 37d of the VAT Act).
Assets and liabilities versus share transfer
The crucial difference:
- Share transfer: the buyer acquires the entire BV — all assets, liabilities, contracts, and any "skeletons in the closet." A notarial deed is required. Often fiscally straightforward for the seller (Box 2 or participation exemption).
- Assets and liabilities: buyer acquires only selected components. Private agreement sufficient (no notary required for the transaction itself, but for some parts). Tax implications for the seller: cessation profit, VAT considerations.
For a seller, transferring shares is often simpler; for a buyer, asset-liability is safer.
VAT and tax considerations
With regard to assets and liabilities, Article 37d of the VAT Act is crucial: upon the transfer of a (part of a) business, the so-called “VAT exemption for a going concern” applies — no VAT on the transaction, provided the buyer continues the business. The conditions are strict; have a tax specialist assess whether the exemption applies.
Other points of attention:
- Transfer tax on commercial property (6.5% in 2024).
- Strike profit for seller (see strike profit).
- Goodwill — tax-deductible over 10 years for the buyer, taxed as cessation profit for the seller.
Practical pitfalls
- Forgotten contracts. Customer, supplier, lease, and employment agreements must be transferred separately (assignment or new agreement). An asset and liability agreement alone does not automatically complete this process.
- Personnel. In the event of a transfer of undertaking, the personnel transfer by operation of law under the same conditions (Art. 7:662 et seq. of the Dutch Civil Code). Non-negotiable.
- Incorrectly assuming a VAT exemption. In case of doubt, request a ruling or consult a tax specialist.
- Hidden debts. Good indemnity clauses are necessary — otherwise the buyer remains liable.
Honest recommendation
An asset and liability agreement is not a template document. Its value lies in which assets, liabilities, guarantees, and tax treatment are applied. Always engage a lawyer (for the agreement) and a tax specialist (for VAT, capital gains, and transfer tax). An error in the structure often costs thousands of euros in taxes or results in a forgotten obligation.
For the contribution context: taxable contribution and converting a sole proprietorship to a BV.
Frequently Asked Questions
An agreement whereby specific assets and/or liabilities of a company are transferred to another party — in contrast to a share transfer, where the entire BV changes ownership. Widely used in business transfers and the contribution of a sole proprietorship to a BV.
With a share transfer, you purchase the entire BV (all assets, liabilities, contracts, and potential claims). With an asset-liability transfer, you choose what you take over. It is safer for the buyer; for the seller, it is sometimes more complicated from a tax perspective. A share transfer requires a notarial deed; an asset-liability transfer does not.
A list of transferred assets and liabilities, purchase price (possibly by category), warranties and indemnities, transfer date, arrangements for personnel and ongoing contracts, non-compete clause for the seller, and tax agreements (VAT, transfer tax).
Generally not, provided Article 37d of the VAT Act (transfer of a going concern) applies. The conditions are strict — the buyer must continue the business. Have a tax specialist assess whether the exemption applies to your situation.
In the event of a transfer of undertaking, personnel transfer by operation of law under the same conditions (Article 7:662 et seq. of the Dutch Civil Code). The buyer cannot make this negotiable. Timely information to employees and a proper transfer are crucial.
Not transferred automatically. Customer, supplier, and lease agreements must be transferred separately via assignment (with the counterparty's consent) or a new agreement. Schedule this administrative work for the weeks following the transfer.
Generally not for the asset and liability agreement itself — a private agreement suffices. However, for components such as the transfer of commercial property (a notarial deed is mandatory). For larger transactions, a legal expert or lawyer is indispensable for the agreement itself.
