Business succession: why two separate tax conclusions are required

A founder owns a group worth about €18 million: an operating trading business, property let to third parties, securities and a substantial cash reserve. A daughter already runs the business; two other children do not work in it. ‘Transfer the holding under BOR’ hides the central question: which part is an operating business and what should the daughter actually receive?

Investments, excess cash and rental property do not become ondernemingsvermogen — operating-business assets — merely because they sit in a holding company. The perimeter is reviewed by entity and material asset, with liabilities linked to the assets and activities they finance.

BOR may mitigate gift or inheritance tax when a qualifying operating business is transferred. DSR may, subject to its own conditions, roll over taxation on gains in an aanmerkelijk belang — substantial shareholding. They concern different taxes and require two professional conclusions.

Even where one measure appears available, value, transfer method, consideration or gift, finance, the founder’s reserve and fairness for the other children remain. Tax supports an understood route; it does not replace decisions about people, control and cash.

Collect acquisition dates, changes in percentages, reorganisations and asset movements. A clean current cap table does not show how the group arose or how long the specific interest and business were held.

The matrimonial-property position, estate route and successor’s actual role are reviewed separately. A recently acquired asset or reorganised business cannot be resolved by saying that the family has owned the group for many years.

For transfers after 1 January 2025, the published BOR rules include a three-year continuation period. A sale, investor, reorganisation, partial cessation or other fact change therefore belongs in the calendar before it happens. DSR-related events are tracked under their own specialist conclusion.

The output is not one ‘relief available’ tick. It is a two-part file: BOR evidence and conclusion; DSR evidence and conclusion. Each retains the relevant-law date, reviewer, written conclusion and review triggers.