Dutch BV to Romanian SRL: the exit levy that decides it

The exit levy is the gate, not the SRL

A founder moving from a Dutch BV (besloten vennootschap) to a Romanian SRL tends to start with the Romanian side — the formation, the % microenterprise headline, the residency. That is the wrong end. For a shareholder with a meaningful stake, the relocation is governed first by the Dutch exit levy on emigration of a substantial shareholder — the conserverende aanslag — and that levy, not the SRL, decides whether the move is clean, deferred, or economically pointless.

The structure mirrors the German case we set out in our Germany exit-tax playbook, but the Dutch mechanics are their own. The Netherlands taxes the emigrating shareholder on the unrealised gain in their BV shares at the moment they cease to be a Dutch resident, and then — within the EU — defers collection rather than demanding immediate payment. Whether that deferral ever turns into an actual tax bill depends on what the shareholder does next.

The Romanian SRL is the easy part. Whether the relocation makes sense is decided in the Netherlands, by the size of the gain locked inside the BV.

This piece sets out the Dutch side, then the Romanian side, then the honest verdict. It does not replace Dutch tax advice — every BV relocation needs a Dutch adviser, for reasons that become clear below. It sets out what the sequence looks like and where the money is decided.

Box and the substantial interest

Dutch personal tax treats income from a substantial interest — aanmerkelijk belang — in Box . A shareholder has a substantial interest, under Article . of the Wet inkomstenbelasting (Wet IB ), where they hold, alone or with a fiscal partner, at least % of the shares — or of a class of shares — in a company, with profit-sharing certificates and options treated on the same footing. Almost every owner-manager of a BV is a substantial shareholder.

Box has been a two-bracket regime since . For the rates are:

.% on Box income up to €, (raised from €, in ).
% on the excess above €,.

Fiscal partners can apply the lower bracket to a combined €, before the top rate bites. The top rate was reduced from % to % with effect from , and the change is confined to the bracket threshold. These rates matter twice over: they set the tax on ordinary dividends drawn from the BV, and — critically — they set the rate at which the exit levy on emigration is computed. A substantial gain crystallised on departure is taxed overwhelmingly at the % top rate.

The conserverende aanslag: how the exit levy works

When a substantial shareholder emigrates from the Netherlands, Dutch law treats it as a deemed disposal of the BV shares at fair market value on the day residency ends, under the emigration provisions of the Wet IB (Article .). The gain — market value on departure minus the shareholder's acquisition cost (verkrijgingsprijs) — is brought into Box , and the Dutch tax authority (Belastingdienst) issues a conserverende aanslag — a preserving assessment — for the resulting tax.

Three features define it:

It is computed on the whole accrued gain to the date of departure, at Box rates. For a long-held BV that has retained profits, the base can be large.
It is a preserving assessment — issued and recorded, but not immediately collected. Collection is deferred, and whether it is ever collected depends on later events.
For emigrations on or after September , the assessment does not lapse after ten years. The pre- rule under which the assessment could be waived after a decade was abolished; the preserving assessment now stands indefinitely until it is either collected or formally released.

This is the single most important fact for a Dutch founder to absorb: the exit levy is assessed on the way out, on gains that have never been realised in cash, and — since — it does not simply expire with the passage of time. What happens to it is governed entirely by the deferral conditions.

Deferral, and the events that collect it

Because an outright exit tax on unrealised gains would obstruct free movement, EU law requires the Netherlands to defer collection for emigrations within the Union. In practice:

For emigration to another EU member state — or to Norway, Iceland, or Liechtenstein — deferral of payment (uitstel van betaling) is granted automatically, interest-free, and without a requirement to post security (zekerheid).
For emigration to a third country, the deferral must be applied for, and a substantial shareholder must generally provide security for the deferred amount.

Romania is an EU member state, so a founder moving to a Romanian SRL falls squarely in the automatic, interest-free, no-security category. That is the good news, and it is genuine. The catch is what ends the deferral. The preserving assessment becomes payable, in whole or in proportion, when the shareholder does certain things after emigrating — in particular:

Disposing of the shares — a sale realises the gain and collects the corresponding tax.
Distributing dividends from the BV — a distribution collects the assessment proportionally, and the interaction with the treaty and with Dutch anti-abuse rules is actively litigated territory.
Certain repayments of capital or excessive shareholder loans — treated as realisation events.

This is the trap. A founder who emigrates to Romania and then draws the BV's retained profits as dividends to fund life in Romania triggers collection of the preserving assessment on those distributions. The deferral is not a way to extract the old Dutch profits tax-free from Romania — it defers the exit tax against the day you touch the value, and drawing dividends is touching the value.

The EU deferral is automatic and interest-free. It is not forgiveness. Distribute the BV's profits and the Dutch exit levy comes due on those distributions.

Move the shareholder, or move the company?

There are two things that can relocate — the shareholder and the company — and they are taxed differently. Everything above concerns the shareholder emigrating. Moving the BV itself is a separate question with its own exit charge.

A BV can, in principle, be cross-border converted into a company in another EU member state under the EU Mobility Directive — Directive (EU) / — transposed into Dutch law by the implementing act on cross-border conversions, mergers, and divisions. The route is legally available, but it is not a way around tax: transferring a Dutch company's seat or assets out of the Netherlands triggers a corporate exit charge — eindafrekening — under the corporate income tax (vennootschapsbelasting, Wet Vpb), settling the Dutch tax on the company's unrealised gains and reserves on the way out. Moving the company does not avoid the exit problem; it relocates it from the shareholder to the entity.

For most owner-managed businesses the cleaner path is not to move the BV at all, but to form a fresh Romanian SRL, build the operating business into it, and wind the BV down in an orderly way once the shareholder's emigration and the SRL's substance are established. Liquidating the BV is itself a Box event — the liquidation surplus is taxed as a substantial-interest gain — so the wind-down has to be modelled alongside the conserverende aanslag, not treated as an afterthought. Which of transfer, liquidation, or dormancy fits depends on the accrued gain, the assets inside the BV, and the timeline, and it is a decision for Dutch counsel.

Dutch CFC rules and the % ruling

Two Dutch rules come up in every BV-to-Romania conversation, and both are more often misunderstood than decisive.

CFC rules

The Dutch controlled-foreign-company regime — Article ab of the Wet Vpb — can attribute a low-taxed foreign subsidiary's passive income back to a Dutch parent. It bites where the Dutch taxpayer holds a controlling interest (broadly more than %) in an entity that is low-taxed — a statutory profit-tax rate below % — or that sits on the EU list of non-cooperative jurisdictions, and where the entity earns mainly tainted, passive income. Romania, with its % corporate income tax on profit, is not a low-taxed jurisdiction for these purposes, and a genuine Romanian operating SRL earning active business income is outside the regime in any case. The % microenterprise turnover tax is sometimes raised as a worry here; it is a turnover-based regime rather than a statutory profit-tax rate below %, and a substantive operating company is not the passive vehicle the CFC rule targets — but the point sits close enough to the line that it is one to confirm with Dutch counsel rather than assume.

The % ruling

The Dutch % ruling (%-regeling) — the expatriate facility that exempts part of an inbound employee's salary — is irrelevant on the way out. It is a benefit for people arriving in the Netherlands to work, not for shareholders leaving it, and it confers nothing on a founder relocating to Romania. It is worth noting only because founders sometimes carry it into the analysis by reflex. For completeness, the facility is being reduced to % from under enacted changes, which further underlines that it is a Dutch inbound-employment matter with no bearing on a Romanian exit.

The Romanian side: SRL, micro, and the % dividend

Once the Dutch exit is modelled, the Romanian side is the familiar formation and tax picture, covered in depth in our SRL formation guide and microenterprise guide. In outline:

SRL formation. A societate cu răspundere limitată under Law 31/1990, incorporated through the Trade Register in – working days on a clean dossier. Minimum share capital is RON for a newly incorporated SRL under the December amendments.
Microenterprise eligibility. The microenterprise guide% turnover regime under Title III of Law 227/2015 applies below €,Law 227/2015 annual turnover, and at least one full-time employee is an eligibility condition — a company with no employee falls out of the regime entirely and pays % corporate income tax on profit, not a higher micro rate. This is the most misstated fact about the regime; the detail is in our microenterprise guide.
The % dividend position. Romanian dividend withholding tax rose to % on dividend and personal tax guide January under Law 141/2025 — up from % in . A founder drawing profits from the Romanian SRL now faces a materially higher dividend rate than in prior years, alongside a fixed CASS health contribution by band. The full personal-tax stack is set out in our dividend and personal tax guide.
Substance. The SRL must be genuinely managed from Romania — a registered sediu social, real activity, the founder's centre of vital interests moved — for the relocation to hold on both sides. What real substance looks like, and how Romanian residency is determined, is covered in our 183-day rule guide.

The Romanian tax stack is genuinely low, and for an active operating business below the micro ceiling it compares well with the Dutch vennootschapsbelasting — % up to €, of profit and .% above — plus Box on distributions. But the comparison the founder actually faces is not "Dutch operating tax versus Romanian operating tax". It is "Romanian operating tax plus the cost of getting out of the Netherlands", and that second term is where relocations succeed or fail.

The honest verdict: when this does not pay

A Dutch-to-Romania relocation is a strong move for some founders and a poor one for others, and the deciding variable is the accrued gain locked in the BV.

Where the BV is young, or holds little retained profit, the conserverende aanslag is small, the deferral is comfortable, and the ongoing Romanian tax advantage compounds cleanly. A founder in that position, genuinely relocating, is a good fit.

Where the BV holds large accrued gains — years of retained profit, or a high market value — the exit levy is large, and although it is deferred within the EU, it hangs over every future distribution. A founder who needs to draw those profits to live collects the assessment as they distribute, and the Romanian advantage can be swallowed by the Dutch exit tax for years. In the extreme, where the founder cannot avoid distributing or disposing, the relocation can be more expensive than staying, at least until the old gains have washed through.

The relocation pays where the future is bigger than the past. It struggles where most of the value is already locked inside the BV as gains the Netherlands will tax the moment you touch them.

Two things follow, and we will not soften either. First, Dutch counsel is essential — the verkrijgingsprijs, the market valuation on departure, the deferral administration, and the dividend-collection interaction are Dutch-law questions with real money attached, and we do not advise on Dutch tax. Second, this article is meant to qualify the decision, not sell it: if your BV carries large accrued gains and you need to extract them soon, model the exit levy before you form anything in Romania, because the number may tell you to wait, restructure, or stay. Where the model supports the move, the Romanian half — formation, banking, residency, substance, ongoing compliance — is exactly what we do.

Frequently asked questions

What is the conserverende aanslag?

It is the Dutch preserving assessment issued when a substantial shareholder emigrates. Dutch law treats the emigration as a deemed disposal of the shares at fair market value, taxes the accrued Box gain, and records the assessment. Within the EU, collection is deferred automatically and interest-free — but the assessment is issued on the way out and, for emigrations since September , does not lapse after ten years.

Do I pay the Dutch exit tax immediately when I move to Romania?

No. Because Romania is an EU member state, deferral of payment is automatic, interest-free, and requires no security. You do not pay on departure. But the deferral ends and the assessment becomes payable — in whole or proportionally — when you dispose of the shares, distribute dividends from the BV, or make certain capital repayments. Distributing the BV's profits is the common trigger.

Can I just draw the BV's retained profits after moving to Romania?

Distributing dividends from the BV after emigration triggers proportional collection of the preserving assessment on those distributions. The EU deferral defers the exit tax against the day you touch the value; drawing dividends is touching the value. This is why founders with large retained profits in the BV need to model the exit levy carefully before relocating.

Should I move the BV itself or form a new Romanian SRL?

For most owner-managed businesses, forming a fresh Romanian SRL and winding the BV down in an orderly way is cleaner than converting the BV. Moving the company cross-border under the EU Mobility Directive triggers a Dutch corporate exit charge (eindafrekening), and liquidating the BV is itself a Box event. Which route fits depends on the accrued gain and the assets inside the BV — a decision for Dutch counsel.

Do Dutch CFC rules catch a Romanian SRL?

Generally no. The Dutch CFC regime targets controlled entities that are low-taxed — a statutory profit-tax rate below % — or on the EU non-cooperative list, and earning mainly passive income. Romania's % corporate income tax places it outside the low-tax test, and a genuine operating SRL earning active income is not the passive vehicle the rule targets. The point sits close enough to the line that Dutch counsel should confirm it for your facts.

Does the Dutch % ruling matter when I leave?

No. The % ruling is a facility for employees arriving in the Netherlands to work, not for shareholders leaving. It confers nothing on a founder relocating to Romania. It is worth mentioning only because founders sometimes carry it into the analysis by reflex; it has no bearing on a Dutch exit.

Talk to us

A Dutch BV relocation lives or dies on the exit levy, and the number has to be modelled with Dutch counsel before anything is formed in Romania. We are the Romanian side — SRL formation, banking, residency, substance, ongoing compliance — and we coordinate with your Dutch adviser on the timing of the conserverende aanslag and the wind-down of the BV. See our tax and residency service, review the pricing, and book a discovery call. If the accrued gain in your BV is large, we will tell you plainly whether the move pays or whether it does not yet.

Related guides

Exit taxation from Germany to Romania: the sequenced playbook — the same structure for a German GmbH founder
How Romanian tax residency is determined: the 183-day rule — the residency the Dutch side needs you to establish
The Romanian tax residency certificate: how to obtain it — evidence for the Belastingdienst that you have left
The 1% microenterprise tax: who qualifies — the Romanian operating-tax position
10% personal income tax and the 16% dividend position — what you keep from the Romanian SRL
Romanian SRL vs UK Ltd, GmbH, Dutch BV — the four vehicles compared head-to-head

Moving a Dutch BV to a Romanian SRL: the exit levy that decides whether it works