When one heir wants to continue the family business and buy out the others, the conversation soon turns to value. But when valuing a business in an estate, the question ‘what is the business worth?’ has no reliable answer as long as it is unknown what exactly is being valued, on which date, with which data and for which purpose. A business, a block of shares, a claim against the private limited company (bv) and business premises are different assets.
Written by Öznur Batur (family law aspects) and Onur Arslan (property law aspects), attorneys at Arslan Advocaten. Legal review: 28 September 2026. General information is not legal advice about your own situation.
Moreover, a valuation is not an arithmetical truth that can be read from a single set of annual accounts. The expert makes substantiated choices and shows how uncertainties affect the result. For the legal settlement, what matters most is that the heirs put the same question to the expert and understand how the valuation relates to the will, the debts and the intended division.
Step 1: map the ownership structure
Was the deceased the owner of a sole proprietorship (eenmanszaak), a partner in a partnership, a holder of shares in a holding company or the direct owner of real estate? Check the will, matrimonial property law, the articles of association, the shareholders’ register, the partnership agreement and the title deeds. A property on the balance sheet of a bv is in principle owned by the bv, not directly by the shareholder. The block of shares may form part of the estate, with the rights and restrictions attached to it.
Map mutual cash flows separately. The deceased may have lent money to the bv or, conversely, may have had a debt on a current account (rekening-courant). A personal guarantee may have been given to a bank. These items must not be counted twice, in the share value and in the estate, without analysis. Also ask which party is actually authorised to make documents available on behalf of the business.
Step 2: set the valuation date and the assignment
The date of death is an important starting point for the size of the estate and various tax questions, but the legal and economic valuation question in a later division may require further arrangements or assessment. Changes in value after the death, new investments or an unexpected loss can lead to discussion. So do not just give the expert a date, but also write down how later events will be dealt with.
A good assignment contains at least: the asset and percentage to be valued, the valuation date, the purpose of the report, the assumptions about continuation, the available data, how one-off items, debts and mutual claims are treated, and the form in which sensitivities are reported. Ask the expert to make the assumptions visible. A report that shows a single outcome without explaining crucial assumptions is a difficult basis for a buy-out.
An event after the death can raise two questions
Suppose the deceased dies in March, the business loses an important contract in June and one heir wants to take over the shares in December. For inheritance tax, the acquisition on death is the starting point and specific rules apply. For a later agreement on the division, the parties must decide how to weigh the development that is now known, which valuation date is legally and practically appropriate and whether the change was already foreseeable on the chosen date. It is careless to present the December figures as the March value without explanation, but it is equally careless to conceal an evident deterioration during the negotiations in December.
If necessary, give the expert two explicit scenarios and ask which information was used for each scenario. Then record in the division agreement which scenario the parties are using and whether a later adjustment has been agreed. The will or an earlier shareholders’ agreement may contain its own valuation mechanism; review those documents first before you formulate a new valuation date.
Step 3: collect more than the latest annual accounts
Useful information includes annual accounts over several years, recent management figures, tax returns, bank financing, lease and rental agreements, major contracts, the order book, staff costs, investment plans and any claims. For a holding company, figures of subsidiaries and intercompany loans are also needed. Look at the dividend policy, dependence on a few clients and the role the deceased personally played.
That last point can be decisive. A service business that relied almost entirely on the network or work of the deceased has a different risk profile from a business with independent management and long-term contracts. The expert must analyse the situation on the relevant date and avoid presenting later knowledge, without explanation, as if it had already been established at that time.
| Item | Why it can affect the outcome |
|---|---|
| Real estate in the bv | Valuation, rent, maintenance, debt and possible tax consequences feed through into the block of shares. |
| Current account with the deceased | May give rise to a separate claim or debt of the estate. |
| Dependence on the founder | May change the expected results and the risk after the death. |
| Shareholder arrangements | May affect the rights, transfer and economic position of the block of shares. |
| Private guarantee | Requires a separate investigation into liability and risk. |
Step 4: valuing a business in an estate, understand how the expert reasons
An expert may work with future cash flows, comparable transactions or market data, an adjusted net asset value or a combination of these. The appropriate method depends on the nature of the business, the quality of the figures and the valuation question. A book value is not automatically the price at which shares can be transferred. Conversely, an optimistic forecast by the successor is not automatically the value for all heirs.
Ask for scenarios where important assumptions are uncertain: renewal of contracts, replacement of the founder, future rent or a large loan. A range may be fairer than a seemingly exact amount. Have the expert state which documents were not available and which limitations that causes. The heirs can then make arrangements on a fixed buy-out sum, a payment arrangement or a conditional adjustment, provided these are properly worked out from a legal and tax perspective.
Reconcile the share value with the other items in the estate
A report on the shares of a holding company is not yet a complete description of the estate. The deceased may also have had, privately, a claim against the bv, a debt to the bv or a personal security for a bank. Show in a separate overview which items have already been included in the share value and which must be taken into account as separate assets or liabilities of the estate. Also check whether a dividend was declared before the death but not yet paid, and who is entitled to it. The legal and accounting treatment of such an item requires investigation of the file.
Where a successor continues the business, financing the buy-out is a second calculation. A share value of € 1 million does not automatically make € 1 million in cash available. Investigate which resources the business needs for staff, stock and bank obligations; a proposal for payment in instalments may require security, interest and a route in case of default. Valuation and affordability must not silently be lumped together.
Step 5: separate the civil-law division from inheritance tax and succession
The inheritance tax return has its own valuation rules. The Dutch Tax Administration (Belastingdienst) describes how the value of an inheritance is determined for that return. For a buy-out between the heirs, the question is which value and valuation date the heirs must or want to use legally. So do not use the same amount for the tax return, a loan application and the deed of division without checking.
In a genuine business succession, the business succession relief (bedrijfsopvolgingsregeling, BOR) may play a role under certain conditions. The Tax Administration requires an active business and excludes investments; not every real estate interest or block of shares qualifies. A tax adviser must assess which assets are business assets, whether the other conditions are met and what a proposed sale or restructuring means. Have that assessment carried out before a division becomes irreversible. The civil-law valuation and the tax treatment must link up as two explicit workstreams.
A business with both an operating company and let properties may therefore present a mixed picture. The presence of one active activity does not in itself make every property or every euro of investment assets eligible for the BOR. Conversely, the exact tax classification should not be guessed from the civil-law valuation. Ask the tax adviser to classify the assets and activities per company and to test the conditions at the time of acquisition and afterwards. Make clear to the heirs whether a calculated tax advantage is a confirmed starting point or still an uncertain scenario.
There are also other tax and civil-law questions: how does a substantial interest (aanmerkelijk belang) work on death and on a later transfer of shares, who bears a tax debt and what happens with payment in instalments? The answers differ depending on the ownership structure and the date. Do not include an automatic tax discount in the buy-out sum without substantiation. Have the tax adviser prepare a written calculation for each proposed route and have the lawyer incorporate that outcome into the arrangements on payment, security and any later adjustment.
Fictitious example. A parent leaves shares in a holding company to two children. The holding company owns an operating company, a let property and a claim against the deceased. One child wants to keep the shares, the other wants to receive a sum of money. A valuation of the property at € 900,000 does not yet give a share value: the mortgage, the results of the operating company, the claim and continuity after the death must be taken into account. The heirs first have the structure confirmed and then jointly issue a clearly defined valuation assignment. The value mentioned is purely illustrative.
What if the parties have different valuations?
Compare the reports on asset, date, documents, method and assumptions before you simply set the final amounts against each other. Differences may result from a single missing loan or a different assumption about future turnover. Sometimes a joint additional question to the experts can narrow the dispute. Sometimes an independent third party or court proceedings are needed. Read how to move forward with an inheritance when there is a dispute.
Frequently asked questions
Is the value on the balance sheet the value of the business? No. Balance sheet items may contain historical amounts and do not simply show future earning capacity, risk, debts and the rights attached to the specific block of shares.
Do all heirs have to agree on one expert? A joint assignment helps, but is not always feasible. In any event, record the questions asked and the information used; a lawyer can advise on a suitable next step.
Does a property in the bv form a separate part of the inheritance? In principle not as a private property. The bv owns the property; the estate may own the shares. There may also be separate claims or securities.
Does the business succession relief apply automatically? No. The scheme has conditions and requires a specific tax assessment of the assets acquired and the succession.
Can the successor buy out the others in instalments? The parties can explore a payment arrangement. Carefully record interest, security, early payment, default and possible tax consequences.
Is the tax value always the buy-out sum? No. The inheritance tax return follows its own valuation rules, and the division between the heirs is a civil-law question. Explain which value and valuation date are used for which purpose, and have any differences substantiated.
For a business in an estate, Öznur Batur and Onur Arslan map the family position and the property law structure. The precise inheritance law entitlements and powers, the financial value and the tax consequences are reviewed with the appropriate expert where necessary. Discuss your file with the structure and the available figures. See also dividing an inheritance with a business and property.
Read more
- Dividing an inheritance with a business or property
- Inheriting a house with multiple heirs: buy out or sell
Sources consulted: Belastingdienst: value of the inheritance (in Dutch), Belastingdienst: inheriting a business and the BOR (in Dutch), KVK: leaving your business in good order (in Dutch), Notaris.nl: settling an estate (in Dutch).
