What is the situation?
A veterinary practice contributed to BVs in December 2020 was valued by the taxpayers at about €545,000, including €400,000 goodwill. The same business had received a prior private equity bid of €3.3 million in August 2020, and was later sold in 2021 for €4.686 million plus possible growth payments.
The District Court of The Hague ruled that the declared contribution value was far too low. For tax purposes, the value must reflect what the market’s highest bidder would pay. The court allowed the Tax Administration to correct the return and also reduced its own higher assessment.
Analysis
Entrepreneurs moving a business into a BV should not rely only on internal or sector formulas. Recent market offers, especially from independent bidders, can override industry methods.
The real risk is not only a higher tax bill. The court found that the declared value was so low that the required return was not properly filed, triggering a reversal of the burden of proof. That is a structural disadvantage in any tax dispute.
Founders often see incorporation as internal restructuring. Tax law does not. For taxable transfers, the market value counts more than the founder’s intent to keep control.
Impact
H1
If you transferred a business to a BV and have recent offers, LOIs, or investor talks, these may set your valuation.
H2
Valuation reports based solely on multiples or sector formulas are vulnerable when credible transaction evidence points to a much higher market value.
H3
Weak valuation logic can make restructuring a tax-risk event, placing the burden of proof on you.
Daily operational takeaway
Review any BV contribution linked to external bids or sale terms. Make sure your tax valuation is defendable against real market evidence.
