Valuation of BV Shares in DGA Divorce: Methods and Valuations
The value of BV shares often constitutes the biggest obstacle in the divorce of a director-major shareholder (DGA). Under Article 1:141 of the Dutch Civil Code (BW), the increase in value during the marriage must be divided in the case of periodic settlement. Three common valuation methods are: discounted cash flow (DCF), EBITDA multiples, and net asset value.
The DCF method calculates future cash flows using a discount rate of 8-12%, depending on risk. Multiples vary by sector: 4-8x EBITDA for SMEs. In cases involving goodwill, the formula 'average profit x 3-5' plays a role. Registered accountants or valuation experts perform these valuations, providing reports for the court.
Tax considerations: upon transfer of shares, the Dutch Income Tax Act 2001 (Wet IB 2001) applies, with potential discontinuation levies on the fiscal retirement reserve (FOR). Prenuptial agreements with full exclusion of community property protect the entrepreneur but require periodic settlement of the increase in wealth. In practice, summary proceedings for a provisional valuation prevent deadlocks. Following an agreement, a share transfer is executed via a civil-law notary, with amendments to the articles of association.
Tip: ensure both parties appoint their own valuer to maintain objectivity.