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Bedrijfsopvolgingsregeling BOR: New Rules and What the Exemption Still Covers
The BOR business succession exemption changed on 1 January 2026. See what actually tightened, what did not, and what still qualifies.
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16 mins
Intro
A family business worth 5 million euros in ondernemingsvermogen changes hands between a DGA and their successor. Without any relief at all, gift or inheritance tax on that transfer runs at rates between 10% and 40% depending on the relationship and the value involved, which on 5 million euros could mean anywhere from 800,000 euros to close to 2 million euros due before the successor has taken a single euro out of the business themselves. Few successors can fund that from personal savings, which means the business itself often has to be leveraged, or sold outright, purely to cover the tax bill on its own succession. The bedrijfsopvolgingsregeling, the BOR, exists specifically to stop that outcome.
The BOR is genuinely still one of the most generous instruments in Dutch tax law, and it is also genuinely tighter than it was a year ago on several specific points that matter to particular founders more than others. A DGA with a straightforward operating company and no preference shares will barely notice most of the 2026 changes. A DGA with preferente aandelen, a mixed holding structure, or an advanced age who started entrepreneurship later in life should read the next section carefully, since these are exactly the situations the 2026 reform targeted. What follows is calibrated to that reality rather than treating every founder as equally affected.
The Tax Bill That Stops a Succession
The BOR provides a 100% exemption on the first 1,543,500 euros of qualifying ondernemingsvermogen in 2026, up from 1,500,000 euros in 2025, with a 75% exemption applying to whatever sits above that threshold. Run the earlier 5-million-euro example through this: the first 1,543,500 euros is fully exempt, and 75% of the remaining 3,456,500 euros, another 2,592,375 euros, is exempt too, leaving a combined exempt portion of 4,135,875 euros. The taxable base drops from 5 million euros to roughly 864,125 euros, a genuinely dramatic reduction from what the tax would otherwise be.
The BOR rarely operates alone in a real succession. Alongside it sits the doorschuifregeling aanmerkelijk belang, the DSR, which addresses an entirely different tax: not the gift or inheritance tax on the business itself, but the income tax on the shareholder's own capital gain in the shares. Normally, transferring an aanmerkelijk belang shareholding, generally 5% or more of a company, triggers box 2 income tax on the built-up gain immediately. The DSR defers this instead, letting the successor inherit the original purchase price and only settle the deferred tax when they themselves eventually sell or wind down the business.
The two instruments address entirely different taxes, which is worth laying out plainly before going further. The BOR deals with erfbelasting and schenkbelasting, the gift and inheritance tax, under Successiewet articles 35b to 35f; its effect is a genuine exemption, not a deferral, on the first 1,543,500 euros of qualifying ondernemingsvermogen at 100% and 75% on whatever sits above that in 2026. The DSR deals with an entirely different tax: box 2 income tax under the Wet IB 2001 on the shareholder's own capital gain in the shares. Its effect is a deferral rather than an exemption; there is no threshold to speak of, since it simply defers the full gain regardless of size, and the successor eventually settles that deferred tax when they sell or wind down the business themselves. Skip the DSR on a qualifying transfer and that gain becomes taxable immediately instead, at 24.5% up to 67,000 euros and 31% above. Both instruments are typically applied together in a genuine succession, precisely because they cover different ground rather than overlapping.
The two instruments work on different taxes entirely, which is exactly why they are almost always applied together in a genuine succession. The BOR removes the gift or inheritance tax exposure on the business; the DSR removes the immediate income tax exposure on the shareholder's own gain. Using only one leaves a meaningful tax bill sitting on whichever tax the other instrument would have addressed. Since box 2 rates also apply to a DGA's ordinary dividend income, DGA salary vs dividend is worth reading alongside this for the wider picture of how that rate touches a DGA's finances beyond succession specifically.
Six Things That Changed From 1 January 2026
The Wet aanpassing fiscale bedrijfsopvolgingsfaciliteiten, the Wafb 2025, took effect on 1 January 2026 and adjusted the BOR on several specific points at once. Reading each change against your own situation is more useful than reading them as an undifferentiated list, so each one gets its own treatment here with the practical implication attached directly.
Preferente aandelen are now formally defined, and mostly excluded. From 2026, the law defines preferente aandelen precisely: shares carrying priority in profit distribution or in liquidation proceeds. As a general rule, these no longer qualify for the BOR at all. The one exception covers preference shares created through a genuine gefaseerde bedrijfsopvolging, a phased succession, where the original ordinary shares represented at least 5% of the issued capital before conversion. For DGA founders running structures built on letteraandelen, A-shares, B-shares, and similar tiered arrangements, this is worth a proper review now rather than later; hybride aandelen, shares carrying both ordinary and preferential features, get split for BOR purposes, with only the genuinely ordinary portion still qualifying.
The rollatorinvesteringen rule targets late-starting entrepreneurs, not simply older ones. The mechanism here is more specific than it is often described: entrepreneurs who began their business more than two years after reaching AOW age face an extended bezitstermijn, the minimum ownership period required before a transfer, which grows by six months for every year that late start exceeds that two-year mark. The rationale is straightforward: someone who starts a genuine business late in life is treated differently from someone who simply injects passive wealth into an existing operation shortly before death, and this rule specifically targets the pattern of starting or restructuring around retirement age to access the BOR quickly, rather than penalising every older business owner regardless of when their business actually began.
Key takeaway: A DGA who founded and has run their operating company for decades is essentially untouched by the rollatorinvesteringen rule, regardless of their current age. The rule specifically targets entrepreneurship or major capital injection begun close to or after AOW age. Genuine long-established businesses are not what this change was designed to catch.
Double use of the BOR on the same business is now explicitly prohibited. A structure where a business was gifted, repurchased, and gifted again, effectively claiming the exemption twice on the same underlying ondernemingsvermogen, no longer works. From 2026, the BOR applies once per transfer of a given set of business assets. This has little bearing on a straightforward, single-generation succession, but it closes a planning route that some multi-generational structures were explicitly built around.
Restructuring no longer automatically resets the clock. This is the most founder-friendly change in the package. From 2026, a merger, a split, a change of legal form, or an internal share transaction can happen without automatically breaching the voortzettingseis or bezitseis, provided the underlying economic interest of the transferor or testator stays genuinely unchanged throughout. In practical terms, an owner can tidy up or simplify their holding structure without resetting their BOR eligibility, as long as nobody's actual economic stake shifts as part of that tidying up.
The bezitseis and voortzettingseis were both recalibrated. The voortzettingseis, the requirement to continue the business after succession, was already shortened from five years to three effective 1 January 2025. From 2026, both conditions were further adjusted to reduce unnecessary complexity in genuine succession cases, while simultaneously tightening in the specific rollatorinvesteringen direction described above.
Keuzevermogen above a certain value now only partially qualifies. Business assets valued at 100,000 euros or more that also see meaningful private use, keuzevermogen, are no longer counted in full as ondernemingsvermogen; only the genuinely business-use proportion now qualifies. A company yacht or aircraft classified as a business asset but used privately part of the time loses BOR eligibility on the private-use share of its value. Straightforward operational assets are entirely unaffected by this change. Since gift and inheritance tax rates sit right behind everything the BOR is designed to reduce, how much tax you pay provides useful context on the broader Dutch tax picture a DGA is navigating alongside succession planning.
The Restriction That Was Not Enacted
One of the more damaging errors circulating in current BOR coverage concerns a change that was proposed and debated but never actually became law. The original Belastingplan 2025 text floated restricting the BOR and DSR to gewone aandelen representing a minimum 5% stake in the issued share capital, which would have excluded winstbewijzen, profit participation certificates, share options, and any stake below that 5% line entirely. This restriction was not enacted. It does not appear in the Wafb 2025 that actually passed, and specialist sources confirm this explicitly as of mid-2026.
The 5% figure that did survive into law is narrower and more specific than that abandoned general restriction: it applies only within the preferente aandelen exception described above, where preference shares must have originated from ordinary shares representing at least 5% of the issued capital to still qualify under the phased succession carve-out. It is not, as some sources still imply, a blanket 5% minimum stake requirement applied across every type of share eligible for the BOR generally.
Why this distinction actually matters: a DGA reading a source that still describes the broader restriction as if it were law might wrongly conclude their own smaller stake, or their winstbewijzen, no longer qualify, when in fact they may still be perfectly eligible. The reverse mistake is just as costly; a founder who assumed the broader restriction was coming and restructured their shareholding purely to satisfy a 5% minimum that was never actually required has likely spent money and legal fees on an unnecessary change.
Watch out: The regulatory environment around the BOR keeps moving. This particular restriction was proposed, debated at length, and ultimately dropped for 2026, but that does not guarantee it stays dropped. Succession planning built on today's rules should factor in a real possibility that similar restrictions get proposed again in a future Belastingplan, rather than assuming the current, more generous position is permanent.
Substantiating any BOR claim properly depends on the underlying figures being sound in the first place, which is where solid annual reporting earns its keep; annual accounts Netherlands covers how those figures come together.
Holding Structures and What Actually Qualifies
Most Dutch DGA founders never hold their operating company shares directly; they hold them through a holding BV, which in turn owns the actual werkmaatschappij. The BOR can absolutely be applied on top of this kind of structure, but only against the proportion of assets that genuinely qualifies as ondernemingsvermogen, never against the holding's full asset value.
The exemption is claimed at whichever level the aanmerkelijk belang actually sits, typically the holding, since that is where the DGA's shares are. But the size of the exemption is still calculated from the underlying ondernemingsvermogen sitting inside the werkmaatschappij, not from the holding's total balance sheet. A holding that has quietly accumulated passive assets alongside its operating business over the years, cash well beyond genuine working capital needs, a portfolio of shares in listed companies, a rental property or two, holds a genuine mix of ondernemingsvermogen and beleggingsvermogen. Only the former qualifies for the BOR; the latter is taxed on succession exactly as any other passive investment would be, and this split is one of the single biggest planning issues facing Dutch DGAs who have built up real wealth inside their holding over decades without ever separating it out.
One specific category deserves its own mention: since 2024, property rented out to third parties is always classified as beleggingsvermogen for BOR purposes, regardless of anything else going on in the holding. A founder whose holding contains both an operating business and a rental property portfolio needs to accept, going in, that the rental component will face full gift or inheritance tax with no relief attached, however active and well-run the operating side of the business happens to be.
The planning response is fairly direct once the split is understood: separating beleggingsvermogen from ondernemingsvermogen ahead of a planned succession, whether by distributing excess cash out, moving non-operating assets into a genuinely separate entity, or simply selling off passive holdings that were never core to the business, increases the exempt proportion meaningfully. This kind of restructuring takes real time to execute properly, and the bezitseis then needs to run its course again for whatever entity ends up holding the restructured assets before the actual succession takes place, which is exactly why this planning cannot start the week before a transfer is intended. For the underlying structural questions between a holding and its operating company, key differences holding BV and operational BV covers that relationship in full, and setting up a BV and holding together covers how that structure gets built in practice.
When to Start Planning
Ask an experienced estate planning advisor when a DGA should start thinking seriously about the BOR, and the answer is consistently earlier than most founders expect. The bezitseis requires the transferor to have held the qualifying interest for a set minimum period before any transfer, and the voortzettingseis requires the successor to continue running the business for three years afterward. Neither requirement can be compressed by wanting the succession to happen faster, which means a genuinely BOR-optimised plan typically needs a three-to-five-year runway to execute properly rather than a matter of months.
The first real step is an honest diagnosis of the current structure: does it actually qualify as things stand today? That means mapping the capital structure carefully to check whether any preferente aandelen need review under the new 2026 definition, working out the actual ratio of ondernemingsvermogen to beleggingsvermogen sitting inside the holding, confirming where the current bezitseis and voortzettingseis position genuinely stands for this specific shareholding, and checking whether the rollatorinvesteringen rule applies given when the business itself actually started rather than simply the DGA's current age.
The second step is optimisation, once that diagnosis is done. Where beleggingsvermogen sits mixed in with ondernemingsvermogen inside the holding, a restructuring to separate the two cleanly can materially improve the eventual claim. Where the share structure includes classes that might fall foul of the new preferente aandelen definition, a proper review by a notary or tax advisor belongs well before any succession plan gets finalised, not as an afterthought once documents are already being drafted. Where the holding contains property let out to third parties, the decision of whether to sell or restructure that property ahead of succession has a real, quantifiable effect on the eventual tax exposure.
The third step is the succession structure itself: gift and inheritance carry different rate schedules and different practical implications, and a phased succession using preference shares to give a successor gradual economic participation while the DGA retains some control now needs careful design specifically against the new preferente aandelen definition rather than the older, looser standard many existing structures were built around. None of this changes the underlying reality that the BOR remains one of the most valuable succession tools available in Dutch tax law; the 2026 changes tightened specific conditions without touching the core exemption structure, and for a founder whose business genuinely meets the conditions, the cost of simply not planning around it properly is still measured in hundreds of thousands of euros. Getting this planning right is squarely the domain of proper professional advice; accountant or bookkeeper covers where that kind of support genuinely earns its cost on something this consequential.
Get Your Succession Structure Reviewed Before It Needs to Be
The BOR is still generous, and it is also genuinely more particular than it was a year ago about preference shares, mixed holding structures, and the timing of when an older founder actually started their business. Neither the reassuring version nor the alarming version of this story is quite right; what matters is knowing which specific 2026 change, if any, actually touches your own structure.
If you want help mapping your holding structure against the current BOR conditions before a succession is imminent, book a demo and we will walk through your specific situation. Our team can also help you incorporate your BV or get bookkeeping and payroll running on a foundation that keeps your ondernemingsvermogen and beleggingsvermogen cleanly separated from the start.
FAQs
What is the BOR (bedrijfsopvolgingsregeling)?
The BOR is a Dutch tax facility that reduces or eliminates gift tax and inheritance tax on the transfer of qualifying business assets, designed specifically to stop a succession from forcing the new owner to sell or leverage the business just to cover the tax bill.
What is the BOR exemption amount in 2026?
100% exemption applies to the first 1,543,500 euros of qualifying ondernemingsvermogen, up from 1,500,000 euros in 2025, with 75% exemption applying to any qualifying value above that threshold.
What changed in the BOR from 1 January 2026?
Preferente aandelen received a formal legal definition and mostly lost eligibility, an extended bezitstermijn now applies to entrepreneurs who started their business more than two years after AOW age, double use of the BOR on the same business assets was prohibited, genuine restructurings no longer automatically break the continuation requirements, the bezits- and voortzettingseis were both recalibrated, and mixed-use assets above 100,000 euros only partially qualify.
What are preferente aandelen and why do they matter for the BOR?
They are shares carrying priority in profit distribution or liquidation proceeds, now formally defined in law from 2026. As a general rule they no longer qualify for the BOR, except where they arose from a genuine phased succession structure involving at least 5% of the original ordinary share capital.
Was the 5% minimum stake restriction enacted in 2026?
No. A broader proposal to restrict the BOR to ordinary shares representing at least 5% of total share capital was debated but never enacted. The only place a 5% threshold actually applies is within the narrower preferente aandelen exception.
What is the DSR and how does it work with the BOR?
The DSR, doorschuifregeling aanmerkelijk belang, defers the box 2 income tax on a shareholder's capital gain rather than taxing it immediately on transfer. It addresses a different tax than the BOR and the two are almost always applied together in a genuine business succession.
Can the BOR be applied to a holding structure?
Yes, but only against the ondernemingsvermogen sitting inside the underlying operating company, not against the holding's total asset value. Passive investments and property rented to third parties held inside the holding do not qualify, regardless of the operating business's own eligibility.
What is ondernemingsvermogen versus beleggingsvermogen?
Ondernemingsvermogen is genuine, active business capital; beleggingsvermogen is passive investment wealth, such as excess cash, listed shares, or rented-out property. Only ondernemingsvermogen qualifies for the BOR, and separating the two cleanly inside a holding is one of the central succession planning tasks.
What is the voortzettingseis after the 2026 change?
It remains three years, having already been reduced from five years effective 1 January 2025. The successor must continue running the business for that period after the transfer to retain the BOR exemption.
What are rollatorinvesteringen and how do the new rules affect them?
The term refers to injecting passive wealth into a business shortly before death purely to access the BOR. From 2026, entrepreneurs who started their business more than two years after reaching AOW age face a bezitstermijn that extends by six months for every year beyond that mark, making this pattern significantly harder to exploit while leaving genuinely long-established businesses unaffected.
Written by
Nick Knuppe
CEO & Founder
