Moving Your Dutch BV to Bulgaria: Exit Tax, DGA Salary & Substance Guide (2026)

This is the practical companion to our Netherlands BV vs Bulgaria EOOD tax comparison. If you''ve already run the numbers and decided the move makes sense, this guide walks through the sequence Dutch founders actually need to follow to do it cleanly.

The single biggest mistake we see: founders open a Bulgarian EOOD, keep living in Utrecht, and are surprised when the Belastingdienst treats the Bulgarian entity as Dutch-managed. The saving only exists if the personal move is real. Everything below assumes you''re genuinely relocating.

Step 1: Decide the corporate structure

You have three viable paths:

1. Liquidate the BV, incorporate a new EOOD. Cleanest, but you crystallize box 2 on any retained earnings on distribution.
2. Keep the BV as a passive holding, run new business through a Bulgarian EOOD. Common transitional structure while you unwind Dutch operations.
3. Migrate the BV''s seat to Bulgaria (cross-border conversion). Technically possible under the EU Mobility Directive but heavy on paperwork and rarely worth it for small companies.

For most owner-managed businesses, option 1 or 2 wins. Our holding company structures guide covers when a two-tier setup makes sense.

Step 2: Understand the Dutch exit tax on your BV

When you emigrate as a DGA holding a substantial interest (≥5%) in a BV, the Netherlands issues a conserverende aanslag — a preservative box 2 assessment on the unrealised gain in your shares.

Key facts:

• The assessment is calculated at the moment of emigration, using box 2 rates (24.5% / 31% in 2026).
• Since a 2024 law change, it''s no longer automatically waived after 10 years — the liability stays open indefinitely for emigrations from 2024 onward.
• Triggering events (distributing >€0 of dividend from the BV, disposing of shares, moving to a non-treaty country) call in the assessment on the amount involved.
• Moving within the EU (including to Bulgaria) is granted deferred payment without security, as long as you file annually.

Practical implication: if your BV holds substantial retained earnings, you now carry a permanent Dutch box 2 shadow on those specific reserves. Two common ways to manage it:

• Distribute before emigration — pay box 2 on your terms while still resident, wipe the exit-tax base to zero, and start clean.
• Keep the BV as a passive holding, don''t distribute from it, and generate all future profits inside the new Bulgarian EOOD (where the 5% dividend rate applies).

Which is better depends on your reserves, your Dutch pension position, and your timing — get advice specific to your BV''s balance sheet before you emigrate.

Step 3: End your DGA obligations properly

While you''re DGA of an active BV, you owe:

• Customary salary ("gebruikelijk loon", ~€56k in 2026)
• Monthly payroll filings
• DGA social security under Dutch rules

To end these cleanly on emigration:

1. Deregister as a Dutch resident with your gemeente (municipality) — this is the trigger the Belastingdienst uses.
2. Terminate the DGA employment contract with the BV. If you keep the BV as a passive holding with no activity, no salary is due.
3. File a final DGA payroll return and an M-form personal tax return for the year of emigration.
4. Update the KvK register to reflect the new address and, if applicable, appointment of a new local director.

If the BV keeps operating with a Dutch director and Dutch customers, DGA rules don''t end just because you left — the fiction requires substance to disappear too.

Step 4: Establish real Bulgarian substance

The Belastingdienst has aggressive tools — CFC rules, place-of-effective-management (POEM), and the general anti-abuse rule — to pull a "Bulgarian on paper" company back into Dutch tax. Substance is what stops them.

Minimum substance for a Dutch founder relocating to Bulgaria:

• A Bulgarian tax residency certificate in your own name (183+ days OR centre of vital interests). See our tax residency rules guide.
• Board meetings and key decisions taken in Bulgaria — documented, dated, with minutes.
• A real Bulgarian office or co-working contract in the company''s name, not a pure mailbox.
• Local bookkeeping filed with the NRA — see our accounting requirements guide.
• Bulgarian bank account as the primary operating account.
• A management contract or employment for you as director, paid from Bulgaria.

The substance requirements guide has the full checklist and the case law behind it.

Step 5: Personal tax move — timing matters

You want to be non-resident in NL for the full Bulgarian tax year you first distribute a Bulgarian dividend. That usually means:

• Emigrate before 1 January if possible — clean calendar year splits are easier defended.
• Complete BSN deregistration, close Dutch health insurance, and cancel the Dutch address.
• Rent or buy in Bulgaria before making the split, not after — a signed lease pre-dating your deregistration is powerful evidence.
• Move your family and register children in Bulgarian school if applicable — centre of vital interests is the fallback test if you split time.

Our EU founder relocation checklist is the sequenced version of this.

Step 6: Handle the awkward transitional year

The year you emigrate, you file:

• A Dutch M-form (migration return) covering resident + non-resident periods.
• A Bulgarian personal tax return for income earned as a Bulgarian resident.
• Any exit-tax related annual declaration for the deferred conserverende aanslag.

Double taxation is resolved by the NL-BG tax treaty. Salary sourced from the BV during your resident period stays Dutch-taxed. Dividends distributed after you become Bulgarian-resident fall under Bulgarian rules (5%) — subject to the exit tax on any pre-emigration reserves.

Common questions from Dutch founders

Can I just spend 6 months in Bulgaria and keep my Dutch house?

Only if the Dutch house is genuinely not your centre of vital interests. If your partner and kids stay in Utrecht, the Netherlands wins the residency tie-breaker under the treaty regardless of your day count. Sell or long-let the Dutch home if you want a defensible split.

What about my Dutch pension (lijfrente / pensioen in eigen beheer)?

Existing accrued pensions typically stay Dutch-taxed at payout. New accrual stops when the DGA relationship ends. This is a specialist area — get bespoke advice, because a badly-handled PEB unwind can trigger a full-value tax event.

Do I have to close the BV?

No. Keeping the BV as a dormant holding is common. Just don''t distribute from it — that''s what triggers the deferred exit-tax. If you want it gone, our company closing guide covers the mechanics on the Bulgarian side (for later, if you also wind up an EOOD).

What if my customers are still Dutch?

Fine. Bulgarian EOODs invoice Dutch clients in euros with reverse-charge VAT under standard EU B2B rules. Your Dutch customers deduct input VAT normally. See our VAT registration guide.

How long does the whole move take?

• Bulgarian EOOD incorporation: 5–10 business days
• Bulgarian bank account: 2–4 weeks
• Personal residency + address: 2–6 weeks
• Full Belastingdienst deregistration confirmation: 1–3 months

Plan for 3 months from decision to "fully operational and no longer Dutch tax resident."

Next steps

• Model your after-tax position with the tax calculator.
• Read the complete Bulgaria company formation guide.
• Compare setups with the Netherlands BV vs Bulgarian EOOD comparison.
• Book a call via our contact page to sanity-check your specific situation before you emigrate — the exit tax mechanics are unforgiving if you move dividend timing wrong.