A Sobering Truth for Micro and Small Business Owners

Let me start with a hard fact, no dressing it up: if you’re the proud owner of a micro or small business structured with a holding and an operational BV, and you decide to liquidate the latter following a loss, you cannot deduct that loss from your taxes via the holding. The law is clear, the courts are aligned, and the latest Opinion of the Advocate General (ECLI:NL:PHR:2025:692) simply confirms it.

Even if the loss feels real, because it is, and even if you made your choices in good faith to protect jobs, honor bank deals, or avoid commercial deadlocks, the tax system does not care about intentions. It cares about structure. And structure is where your problem lies.

The Case That Ended the Debate

In 2017, a holding company tried to declare a liquidation loss of over €5 million after winding up an intermediate BV (an operational one held through layers). The inspector said no. The courts said no. And now, so has the Supreme Court’s Advocate General.

Why? Because the holding had sold the underlying BV before liquidation and hadn’t transferred fiscal losses to it, a choice the company consciously made. That means any losses still residing in the intermediate BV died with it.

So even though, economically, the losses were real, and even though those losses couldn’t be recovered, the law doesn’t allow you to reclassify them as deductible liquidation losses. No abuse was intended, but structurally, the scheme could be used to abuse the system, so it’s blocked.

Why Entrepreneurs Should Pay Close Attention

Here’s where it hits home: if you own a micro or small business and operate with a holding structure, this legal reality isn’t theoretical. It directly affects your financial strategy, your liquidity planning, and your long-term resilience.

Let’s be clear:

• You can’t “wash” operational losses through a holding by liquidating the BV.
• The law focuses on the structure of ownership and value transfers, not on your intent.
• Even if the losses are definitively lost (no double benefit), they remain non-deductible if not passed correctly.

And that, for many honest business owners, will feel unfair. But it’s not about fairness, it’s about predictable rule-making.

The Risk of Emotional Decisions in Structural Contexts

Too many entrepreneurs get caught between a rock and a hard place: saving jobs, pleasing banks, or exiting gracefully. But in doing so, they often make tax-structural decisions emotionally or pragmatically, without truly understanding the fiscal chain reaction.

In the case reviewed by the AG, the company chose not to ask for a loss transfer (allowed under Article 15af of the Corporate Income Tax Act) because it might have jeopardized the sale. That decision, noble or practical as it may be, had irrevocable tax consequences.

And the courts said: your choice, your risk.

Lessons You Cannot Afford to Ignore

a. Know What You Own and How You Own It

Having a holding doesn’t protect you from fiscal pain if the structure isn’t actively monitored and stress-tested.

b. Loss Transfer Isn’t Automatic

If you sell a loss-making subsidiary, request a loss carry-forward in time, or those losses vanish into the fiscal void.

c. Liquidation Is Not a Tax Strategy

It is a business decision with permanent consequences. Once done, the window for deductibility is closed. Permanently.

My Advice to the Micro-Enterprise Community

I don’t write this to alarm you, I write this because you don’t have time to read 300 pages of court judgments. I do. And I work every day to translate those pages into action.

If you're considering liquidation of your operational BV (especially if it's part of a fiscal unity), bring your accountant and GRC advisor to the table early. Not to debate the past, but to map the risk of your structural options clearly. And if you're already too late, then at least learn the one truth no one told you in time:

The tax system isn’t built to sympathize. It’s built to be structurally blind to your intentions.

Final Thought: This Isn’t a Mistake, It’s a System

The real issue here isn’t the specific BV or the €5 million. The real issue is systemic: the fiscal framework for liquidation losses is designed to avoid abuse, at the expense of nuance. The law draws a hard line to prevent loopholes, and in doing so, it also cuts into the flesh of honest entrepreneurs.

But knowing this gives you an advantage. Now that you see the risk, you can structure better, decide earlier, and avoid assuming that justice and deduction walk hand in hand.

They don’t.