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Consider your business succession in good time: you can sell your company (via a share transfer or an asset-liability transaction), gift it in whole or in part (often tax-advantageous thanks to the business succession scheme), or arrange the transfer in the event of your unexpected death. The consequences differ depending on the legal form, so arrangements during your lifetime are preferable to a will alone.
Eventually, you will no longer be at the helm: you retire, your children take over, or you sell your shares. Ideally, the succession proceeds smoothly, but sometimes an unexpected event—such as a sudden death—is the underlying cause. Reason to think carefully.
Selling the company
How a sale proceeds depends on the legal form. In the case of a sole proprietorship, there are no shares; an asset and liability agreement is then a solution, or, as a general partnership or limited partnership, you enter into a cooperation agreement with the successor, who familiarizes themselves with the business while you withdraw later.
In a private limited company (BV) or public limited company (NV), you can sell the shares, for which you need a purchase agreement . With a full transfer, you lose all control; if you wish to retain a say, the successor can become director while you retain supervision with (a portion of) the shares.
Donate the company
The transfer does not always have to yield a cash profit: you may gift your business, in whole or in part, for example to your children. In principle, gift tax is payable, but thanks to the business succession scheme, this is often limited — albeit subject to conditions. Therefore, seek advice in advance.
Death and business succession
The consequences of a death differ depending on the legal form. In a general partnership (VOF), the business is in principle automatically dissolved upon the death of a partner; the remaining partners can only continue with a contractual arrangement drawn up during the partner's lifetime. This problem does not arise for a legal entity.
Arrangements during your lifetime are always preferable, but arrangements by will are better than nothing. In it, you specify how continuity is ensured, what happens to the pension provision, and how you arrange a tax-favorable transition; you can appoint an executor. The notary draws up such a testamentary arrangement.
Frequently Asked Questions
How do I transfer my business?
Through sale (shares or assets and liabilities), gift (often tax-favorable via the business succession scheme), or an arrangement in the event of death. The best form depends on your legal structure and wishes.
What happens to my general partnership if I die?
In principle, the general partnership is dissolved, unless there is a contractual continuation arrangement. In the case of a private limited company (BV) or public limited company (NV), the legal entity continues to exist.
Is a will sufficient for business succession?
It is better than nothing, but an arrangement during your lifetime is preferable. This ensures continuity and allows you to optimize your tax situation.
Advice on business succession
Business succession often requires careful planning. The legal experts at MKB Juristen advise you and draft the appropriate agreements. View our expertise in corporate law or make an appointment.
