Selling your restaurant is like cashing in poker chips — you don't pay tax on what you invested, but on everything above that stake. Your tax burden depends entirely on your business structure and how much profit you actually make. The tax authority looks at one simple calculation: selling price minus book value equals your taxable gain.
What is tax on selling profit?
Selling your restaurant triggers tax on any profit you make. This profit equals what you receive (selling price) minus what the business is worth on your books (book value).
💡 Example:
You sell your restaurant for €300,000. The book value of your business is €180,000.
- Selling price: €300,000
- Book value: €180,000
- Taxable profit: €120,000
You pay tax on this €120,000.
Tax rates by business structure
Your tax rate depends on how you've structured your business:
- Sole proprietor or partnership: Income tax (37.07% to 49.5%)
- BV: Corporate tax (25.8% from €395,000 profit, 25% up to €395,000)
- Professional partnership: Income tax per partner
⚠️ Note:
As a sole proprietor, the selling profit gets added to your total income. This can bump you into a higher tax bracket — the kind of thing you only learn after closing your first month at a loss.
Determining book value
Your restaurant's book value includes these assets:
- Inventory: Kitchen equipment, furniture, POS system
- Goodwill: Value of your customer base and reputation
- Stock: Ingredients, beverages, packaging
- Receivables: Outstanding invoices
Subtract your business liabilities (payables, loans, tax debt) from this total.
💡 Example book value:
- Inventory: €80,000
- Goodwill: €60,000
- Stock: €15,000
- Payables: -€35,000
- Loan: -€40,000
Book value: €80,000
Calculation for sole proprietor
As a sole proprietor you'll pay income tax on the selling profit. This amount gets added to your other yearly income.
Formula: (Selling price - Book value) × Marginal rate = Tax
💡 Calculation example sole proprietor:
Selling profit: €120,000. You're in the 49.5% tax bracket.
- Tax: €120,000 × 49.5% = €59,400
- Net profit: €120,000 - €59,400 = €60,600
Calculation for BV
With a BV you face a two-step tax process. First corporate tax on the profit, then income tax when you move money to your personal account.
- Step 1: Corporate tax (25% or 25.8%)
- Step 2: Income tax on distribution (26% dividend tax)
⚠️ Note:
BV sales often trigger double taxation. The company pays tax first, then you pay again when taking money out.
Deductible expenses and exemptions
You can reduce your selling profit by deducting these costs:
- Selling costs: Broker, notary, accountant
- Renovation costs: Investments shortly before sale
- Legal costs: Lawyer, due diligence
The rollover provision might apply if you purchase a new business within 3 years.
How do you calculate tax on selling profit? (step by step)
Determine the selling price and book value
Note what you receive for your restaurant (selling price) and calculate the book value (assets minus liabilities). The difference is your taxable profit.
Check your business structure and tax rate
As a sole proprietor you pay income tax (37-49.5%), as a BV you pay corporate tax (25-25.8%). This determines how much tax you pay.
Deduct deductible expenses
Costs like broker, notary and accountant can be deducted from profit. This lowers your tax burden. Then calculate: profit × rate = tax.
✨ Pro tip
Review your restaurant's book value 6 months before listing it for sale. This gives you time to write off old equipment and maximize deductible expenses, potentially saving thousands in taxes.
Calculate this yourself?
In the KitchenNmbrs app you can do this in just a few clicks. 7 days free, no credit card.
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Frequently asked questions
Can I defer the tax if I buy a new business?
Yes, with the rollover provision you can defer tax if you buy a comparable business within 3 years. You must report this to the tax authority.
What if my restaurant is worth less than the book value?
Then you have a loss instead of profit. You can offset this loss against other income or profits, reducing your tax burden.
Do I have to pay VAT on the selling price?
Usually not, because you're selling a business as a whole (business transfer). VAT only applies if you sell specific items separately.
How do I determine the correct book value of my restaurant?
Have an accountant do a valuation. They'll look at inventory, goodwill, stock and liabilities. A proper valuation prevents disputes with the tax authority.
📚 Sources consulted
- EU Verordening 852/2004 — Levensmiddelenhygiëne (2004) — Official source
- EU Verordening 853/2004 — Hygiënevoorschriften voor levensmiddelen van dierlijke oorsprong (2004) — Official source
- EU Verordening 1169/2011 — Voedselinformatie aan consumenten (2011) — Official source
- NVWA — Hygiënecode voor de horeca (2024) — Official source
- NVWA — Allergenen in voedsel (2024) — Official source
- Codex Alimentarius — International Food Standards (2024) — Official source
- FSA — Safer food, better business (HACCP) (2024) — Official source
- BVL — Lebensmittelhygiene (HACCP) (2024) — Official source
- Warenwetbesluit Bereiding en behandeling van levensmiddelen (2024) — Official source
- WHO — Foodborne diseases estimates (2024) — Official source
Food Standards Agency (FSA) — https://www.food.gov.uk
The HACCP standards shown in this application are for informational purposes only. KitchenNmbrs does not guarantee that displayed values are current or complete. Always consult the FSA or your local authority for the latest regulations.
Written by
Jeffrey Smit
Founder & CEO of KitchenNmbrs
Jeffrey Smit built KitchenNmbrs from 8 years of hands-on experience as kitchen manager at 1NUL8 Group in Rotterdam. His mission: give every restaurant owner control over food cost.
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