Founder and DGA continuity
07. What should happen to the business?
Value, voting rights and management are three different decisions.
Economic benefit, shareholder control and operational responsibility do not have to pass to the same person at the same time.
12 minutes
Why this chapter matters
This chapter connects the intended family outcome, company documents, liquidity and the business's ability to continue without its founder.
Questions for the initial map
- 01
Who should receive the economic value of the business?
- 02
Who exercises shareholder rights, and who manages the business day to day?
- 03
What must still work after 24 hours, 30 days and 12 months?
- 04
How are the partner and children who do not work in the business treated?
- 05
Which BOR/DSR conditions, valuation issues and liquidity assumptions require separate review?
Working model
Three succession tracks
Separating the tracks prevents one person from becoming the default recipient of value, voting power and operational responsibility without an explicit decision.
Economic benefit
Who receives value, dividends or a buy-out price.
Voting rights and control
Who exercises shareholder rights and under which rules.
Management
Who can sign, make payments and communicate with the team and clients.
Liquidity
How tax, family equalisation and business continuity are funded.
Naming a successor does not establish their authority, the team's readiness or the family's ability to fund the transition.
Three dimensions
Do not assign one person to three different functions by default.
Value
Who receives the economic benefit and how the family's interests are balanced.
Vote
Who exercises shareholder rights and under which company rules.
Management
Who can sign, make payments, lead the team and maintain client relationships.
Review each event separately: temporary unavailability · incapacity · death. Review each horizon: 24 hours · 30 days · 12 months.
Short answer
What to understand before the next decision
Business succession requires three distinct decisions: who receives the economic value, who exercises voting rights and who actually manages the company. Neither family relationship nor employment in the business creates those roles automatically.
01 · Two dimensions of a business
A business is both a family asset and a functioning operating system
As an asset, the business creates value, dividends and a potential sale price. As a system, it depends on people, signatures, payroll, banks, contracts, clients, data and daily decisions. A share valuation answers only the first group of questions.
The succession review therefore begins with a 30-day founder-absence test. Who signs an urgent contract, instructs the accountant, ensures payroll, responds to a key client and obtains the information needed for a responsible decision? If the answer to every question remains one person, the system is vulnerable regardless of the business's value.
- critical actions during the first 24 hours;
- decisions required within 30 days;
- replacement or preparation of a role over a 12-month horizon;
- practical knowledge held only by the founder;
- the bank, provider or BV corporate body that must recognise the action.
02 · Three dimensions
Value, voting rights and management do not have to pass together
Economic value determines who receives the benefit. Voting rights determine who exercises shareholder powers and decides reserved matters. Management determines who runs the company and represents it externally. One child may be the appropriate manager without that answering how value should be shared across the family.
The founder's role during the transition should also be described separately: operator, joint decision-maker, mentor, strategic leader or investor. Progressive support can transfer responsibility as readiness develops, but each stage needs a defined role and boundary.
Key pointNaming a successor is not enough: the successor's economic, corporate and operational position must be defined.
03 · Successor and family
Management competence and family fairness require separate reviews
A successor's readiness depends on experience, authority, the team's confidence and a genuine knowledge-transfer plan. For children outside the business, the economic outcome, liquidity, timing and risk of an illiquid interest matter. Equal nominal value may leave one child carrying the management burden while another has no accessible cash.
Equalisation requires both valuation and funding. The family should not promise that ‘one child will receive the business and the others will receive cash’ until the value, funding source, payment date and stress scenario for a delayed transition have been defined.
04 · Event × Horizon
A business requires nine separate scenario cells
Three events—unavailability, incapacity and death—are mapped against three horizons: 24 hours, 30 days and 12 months. For each cell, record the action, primary actor, alternate, authority source, evidence, institution, limitation and owner of the next step.
A director, shareholder, bank signatory, attorney and estate executor are not interchangeable. Even if their functions are currently concentrated in one director-major shareholder (DGA), the continuity plan must show the lawful transition of each role.
05 · Implementation and reliefs
The corporate documents, liquidity plan and tax file must tell one coherent story
The articles of association, shareholders' agreement, BV corporate resolutions, shareholder register, bank mandates, will, levenstestament, insurance and any STAK/certification pack should be reviewed as one implementation stack. A change to one element may require updates to others.
BOR and DSR are specialist gates, not promised outcomes. Review the active-business conditions, ownership history, continuation, value and the specific transaction under the rules current at implementation. First design a workable transition; then confirm the tax treatment.
Instrument and procedure
How this product works in the Netherlands
DGA / Business Succession Control Plan
Business succession separates value, voting power and management. BOR/DSR relief is one layer only: the plan first needs a real successor, a viable company, valuation, decision rules and funding for the founder and family.
When this becomes a separate project
- a DGA plans a lifetime transfer or an unexpected-death route;
- one child works in the business and others require fair compensation;
- an active business, investments and real estate are mixed in one holding.
Five steps from facts to implementation
- 01
Identify successor and timing
Record the candidate, readiness, the founder's future role and the target date for staged or full transfer.
- Owner
- Family + board + VB
- Working basis
- Succession objectives brief
- 02
Dissect the balance sheet
Separate business assets, investments, TBS, real estate, pensions/ODV and excluded assets.
- Owner
- Tax adviser + accountant
- Working basis
- Balance classification memo
- 03
Value the company
Fix the valuation purpose and assumptions before selecting sale, gift, issue or inheritance.
- Owner
- Independent valuer
- Working basis
- Valuation report
- 04
Design the three axes
Allocate economic value, voting and management through shares, STAK, articles, SHA and board rules.
- Owner
- Corporate counsel + notary
- Working basis
- Corporate implementation pack
- 05
Validate and monitor relief
Test BOR/DSR by asset, holding period and continuation requirement, then monitor after transfer.
- Owner
- Tax adviser
- Working basis
- BOR/DSR file and compliance calendar
Document stack
Two benchmark scenarios
Core case
The daughter is ready to run the company
An active BV worth €5m and one working child.
Starting facts
- The daughter has worked in the company for five years.
- The founder needs income after transfer.
- Most value comes from active operations.
Route
- Confirm the successor, timeline and founder role.
- Obtain valuation and asset classification.
- Compare staged sale/gift routes and relief.
- Implement governance and condition monitoring.
The transfer follows successor readiness and founder independence, not merely the largest relief.
Use 02-06a and 01-22 after valuation; relief depends on the actual structure and a valid request.
Advanced case
One successor, two non-working children and a mixed holding
A €30m group including €12m investments and rental property.
Starting facts
- Only one child wants to manage.
- Equal voting shares would create deadlock.
- Part of the value may not qualify as business property.
Route
- Separate active and investment layers.
- Test qualifying assets and holding periods.
- Design STAK/voting and economic compensation.
- Create a liquidity plan without a forced business sale.
Fairness is expressed through value, risk, timing and role, not identical voting rights.
Use 02-06a, valuation and a separate Box 2/liquidity model. Do not assume property and investments qualify.
Red flags
- the relief chooses the successor;
- the entire holding is called business property;
- there is no independent valuation;
- non-working children receive blocking votes;
- holding/continuation monitoring and tax funding are missing.
Worked example
The children receive ‘equal shares’—but who keeps the company running?
Alex remains the sole director and bank signatory of two BVs.
- The older child works with clients but is not a director.
- The younger child is not involved in the business and expects a clear economic position.
- The family's statement that the children should receive equal shares does not address payroll, voting, valuation or liquidity.
Who acts within 24 hours, who manages after 30 days and how is a fair outcome funded over 12 months?
The scenario separates value, voting rights and management first. A STAK, valuation and tax relief are considered only after that map has been prepared.
Apply this to your situation
Do not miss the gap between intention and implementation
Start by marking what is already known. An unknown fact is a valid review outcome once someone owns the next step.
Three common mistakes
- 01A successor without authority
Experience and the team's confidence do not replace the director or shareholder procedure.
- 02Starting with BOR or DSR
A tax review does not replace continuity, asset-structure, valuation and funding work.
- 03Equal percentages as a finished solution
The same percentage may carry different risk, workload, control and liquidity.
Reader checklist
- Identify separately who receives value, holds voting rights and manages the business.
- Conduct a 30-day DGA absence test.
- For each of the three events, identify the actor and alternate.
- Describe the founder's changing role by transition stage.
- Review successor readiness separately from family relationship.
- Define the position and liquidity of children who are not involved in the business.
- Align the articles, shareholders' agreement, will, levenstestament and bank route.
- Reserve valuation, BOR and DSR for a current specialist review.
Questions for your advisers
What must be confirmed rather than assumed
- 01
Which corporate actions and documents are required for each event?
- 02
What is the business worth, and how will family equalisation be funded?
- 03
Which business assets and transactions could potentially pass the BOR and DSR gates?
Check the primary source
Official materials for the next step
These links provide the current general framework. They do not confirm the outcome for a particular family, document or asset.
- Belastingdienst · business succession facility (BOR) — opens in a new tab
Current general BOR conditions; no availability is assumed without review of the business, ownership history and proposed transfer.
- Belastingdienst · substantial interest and roll-over relief — opens in a new tab
The general current framework for Dutch substantial-interest roll-over relief; application depends on the event, business facts and required request.
- Notaris.nl · levenstestament — opens in a new tab
The role of a Dutch levenstestament and notarial powers of attorney during the principal's lifetime.
Chapter worksheet
DGA succession matrix
An Event × Horizon agenda for corporate, valuation, liquidity and tax workstreams.
Answers remain in the page's memory only. You can print the worksheet or save it as a PDF.
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