Selling or closing a salon in the Netherlands

Selling or closing: the sum behind that choice

Stopping rarely happens at a calm moment. Usually something forces it: a lease running out, a body that will not cooperate any more, or a diary that has not filled up in two years. And then comes the question nobody answers well first time: do you sell the business or simply close it.

The difference sits in what still has value. In a sale the goodwill is paid for and the fit-out is part of the price. In a closure you sell loose items, you usually keep paying on contracts that do not end straight away, and you pay for stripping the unit yourself.

Selling is not automatically better, though. Three situations where closing is the realistic option. Your revenue is entirely attached to you as a person, so there is nothing to transfer but chairs. Your lease ends within a year and the landlord will not renew. Or you have made a loss three years running, because then nobody buys the story, however much your clients like you.

There is another reason to start early. A sale takes time: a buyer wants three years of figures, runs due diligence and has to get financing in place. Decide in November to stop on 1 January and you are no longer selling, you are closing.

What makes a salon sellable

A buyer is not paying for your years, but for what is left after you leave. Four things decide that.

Three years of figures that hold up. Annual accounts that reconcile with your VAT returns, without one-off items polishing the final year. A buyer will also set your asking price against what it costs to start from scratch, and that list is in the article on the cost of starting a hair salon. Sit well above it without revenue to explain it, and you will not sell.

A diary that is not attached to you. This is the heaviest point and the slowest to repair. Clients who only book with you are personal goodwill, and that disappears on transfer. Clients who have sat with several staff members are business goodwill, and that gets paid for. So start on it two years before the sale, not two months.

What actually gets sold differs sharply by trade, and that decides the split between fit-out and goodwill in the price. In a hair salon part of the value sits fixed in the space itself: wash units plumbed into the wall, a styling chair on a hydraulic base, a reception desk built to fit. That gear does not simply move out, so it weighs relatively heavily on the fit-out value. In a nail studio or a massage practice it works differently: a manicure table, a treatment table and loose stock all travel out the door in a van, with no plumbing attached to any of it. There the price leans proportionally more on the client base and the goodwill, and less on the physical fit-out. A buyer after only the loose items therefore pays relatively more for the clients and less for the furniture in a nail studio than in a hair salon.

Transferable contracts. The lease first, then suppliers and leases on equipment. A landlord who will not cooperate can block a deal, leaving only the route through the courts. The buyer's side of exactly this problem is set out in the article on buying an existing salon.

A clean slate. Open complaints, corrective treatments already promised and pending disputes committee cases belong on the table. How to handle those is covered in the article on handling client complaints.

Cessation profit: what the tax is actually on

This is where most people misjudge it, because the tax is not on what lands in your bank account. Stakingswinst is the difference between the fiscal book value of your business and its real value at the moment you stop, as Ondernemersplein puts it, checked September 2026. Four items make up that figure.

Hidden reserves. Assets are worth more than their book value, and that difference is released.

Goodwill. It is not on your balance sheet, so everything a buyer pays for it is profit.

Release of the old-age reserve. Building it up has been impossible since 1 January 2023, but whatever still stands is added to your profit the moment you cease.

Disinvestment addition. Sell assets within 5 years of the start of the calendar year in which you invested and claimed investment relief, and you pay part of it back. The threshold is 2,900 EUR of disposals in 2026, and you apply the same percentage as you did on the original relief. The addition is never higher than the relief you received then. Source: belastingdienst.nl, checked September 2026.

Take the salon from the buying article, now from the other side: a sale price of 65,000 EUR for the assets, of which 18,000 EUR is allocated to fit-out and stock and 47,000 EUR to goodwill.

Working it through: 18,000 minus 11,000 gives a 7,000 EUR hidden reserve. Add 47,000 EUR of goodwill and 14,000 EUR of released old-age reserve. The wash units and dryer bought in 2024 cost 9,500 EUR with 28 percent small-scale investment relief, and 6,000 EUR of the sale price is allocated to them: 28 percent of that is 1,680 EUR, comfortably below the 2,660 EUR deducted at the time. Together 7,000 plus 47,000 plus 14,000 plus 1,680 is 69,680 EUR.

Watch the third line. You never received that 14,000 EUR, because the old-age reserve was deferred tax, not a savings pot. You pay on it now all the same. For many owners winding down, that is the unpleasant surprise of the whole exercise.

What sits on the other side

Three schemes bring the figure down, and one of them can largely defer it.

Source: belastingdienst.nl, the pages on income tax changes for 2026, checked September 2026.

Cease in 2027 and the amounts differ. The Belastingplan 2027 bill puts the self employed deduction at 900 euro from 1 January 2027. The SME profit exemption stays at 12.7 percent and the cessation relief does not appear in the bill. Both chambers still have to pass it. Source: the Belastingplan 2027 bill on rijksoverheid.nl, 15 September 2026.

Worked through on the example, and on the cessation profit alone: 69,680 minus 3,630 of cessation relief is 66,050 EUR. The SME profit exemption of 12.7 percent on that is 8,388 EUR, leaving 57,662 EUR taxable. If that falls wholly in the second bracket of 37.56 percent, which runs to 78,426 EUR in 2026, that is roughly 21,658 EUR of tax. Above 78,426 EUR the rate is 49.50 percent.

Rows four to six of the table are the escape route. You may convert cessation profit into an annuity and deduct the premium, so on balance you pay no more tax at that moment and only pay once the annuity pays out. The payment has to be made within 6 months of the end of the calendar year in which you ceased, so before 1 July of the following year.

VAT, the final returns and the retention duty

Sell the business as a whole and no VAT is levied on the sale price. Article 37d of the Dutch VAT Act 1968 provides that on the transfer of all or part of a totality of assets no supplies or services are deemed to take place, and that the person to whom the assets pass steps into the transferor's shoes. That covers the goodwill part too.

The familiar condition that the buyer must continue the business is not in that article. It comes from Court of Justice case law, which limits the rule to a transfer where the acquirer intends to operate the business rather than wind it up immediately. In practice it comes to the same thing, but explain it that way to your buyer, because what counts is the buyer's intention and not a sentence in the sale agreement.

Whatever you do not transfer moves to private use, and that counts fiscally as a supply to yourself. If you deducted VAT when you bought it, you now pay VAT on its value at the moment of withdrawal. In a salon that mainly hits the things you keep: a dryer, a mirror, sometimes the car.

The paperwork also runs on a while. Once the tax office hears from KVK, it sends a letter saying whether a final VAT return is still due, and only after that return does the definitive confirmation follow that you are no longer an entrepreneur. In that last return, do not forget the VAT on invoices your clients have not yet paid. If you are in the small business scheme, it ends with the business itself.

Then the retention duty, which most people forget after a year: you keep your records for 7 years, even once the business no longer exists, and 10 years for data on immovable property. Source: rijksoverheid.nl and belastingdienst.nl, checked September 2026.

Deregistering at KVK is the last step, not the first

Deregistering is free for a sole trader or partnership and done online with DigiD. Which is exactly why people do it too early, and that is the wrong order: KVK puts deregistration at number 11 of the 11 steps on its checklist for closing a business, checked September 2026.

The ten steps before it, in the order KVK uses: check your finances, find out whether you qualify for support such as Bbz or IOAZ, deal with your staff, inform clients, staff and suppliers, finish outstanding jobs and invoices, cancel contracts allowing for their term and notice period, transfer or sell stock and assets, close your business bank account, settle liabilities and debts, and close the books with the calculation of your cessation profit.

Two things go wrong most often in there. Rolling contracts with a notice period of three months or more, such as suppliers, alarm monitoring and software subscriptions, because they keep running after the door closes. And your liability insurance, which you cancel only once the last treatment is far enough behind you.

Staff and client records

With staff, the gap between selling and closing is at its widest. Sell the business as a whole and the employment contracts pass to the buyer by operation of law, with terms preserved, under article 7:663 of the Dutch Civil Code. You then stay jointly liable alongside the buyer for one year for obligations arising before the transfer, and article 7:670(8) forbids dismissal because of the transfer itself. In a sale you are not arranging dismissals, you are arranging a handover.

Close, and you end the contracts yourself, with the matching route, notice period and transition payment. What being an employer involves is set out in the article on hiring your first salon employee, and it works as well at the end as it does at the beginning.

With client records the picture is softer. The Dutch data protection authority has published no citable position drawing the exact line on what may happen to a client list when a business closes, so this is practice, not law. The line: in a genuine business succession where the service continues in the same place, a legitimate interest is assumed and you actively inform your clients about the takeover. Sell only the list without the business, and consent is the safer route.

On a closure something else applies. A message telling your clients you are stopping fits the purpose you hold their data for. Passing those same clients on to a friendly salon is a new purpose, and that needs consent. What you keep after that, you keep because the tax office asks for it, not because it might come in handy one day: delete what has no tax function.

Where this article stops and your accountant starts

The sum above is deliberately isolated: it covers the cessation profit only. In your actual return that profit lands on top of the current year's profit, and then your tax credits, the self-employed relief, a possible averaging of income across several years, and whether part of your premises counts as business assets all come into play.

Three situations where a conversation with an accountant or tax adviser is not a luxury. You have an old-age reserve on the balance sheet and want to know whether a cessation annuity pays off in your case. You are selling to a family member or an employee, which adds the question of an arm's length price. Or you own the premises, because then the hidden reserve on the building may be released in the same year and the figure becomes a multiple of the example above.

What you can do yourself is the groundwork: lay out three years of figures, look up the book value of your fit-out, request your old-age reserve balance and list your investments of the past five years. With those four things on the table, that conversation takes an hour instead of three.

Stopping almost always starts with hunting for figures you can no longer piece together. In CelerBook they are already there: it holds a quarterly revenue and VAT overview you download as a csv file for your accountant, you see revenue per service and per staff member, and the client page shows visit counts and the last appointment per client, which is exactly the number a buyer asks for. Anyone planning a few more years before selling is meanwhile building the file the asking price will have to rest on. The cost tracks what you actually do: the first 5 appointments each month are free, then 0.25 EUR excluding VAT per completed appointment, capped at 30 EUR a month for a solo operator plus 5 EUR per additional active staff member. No contract, and no usage means no cost. Try CelerBook for free.