In a sale to a chain, the price usually consists of a fixed purchase price and sometimes an earn-out. An earn-out is an extra payment you receive if the practice meets certain financial targets after the sale. The ACM considers earn-outs acceptable only if they aim to keep turnover and profit at their level, not to grow them.
For tax, much depends on the legal form. If you sell a sole proprietorship or your share in a partnership, you pay income tax on the cessation profit. If you sell the shares in a practice company, the profit falls into box 2.
In short
- The ACM counts over 400 of the roughly 1,200 companion animal practices as part of a chain. The government wants to ban turnover and profit incentives for vets by law. That law does not yet exist on 1 November 2026.
- According to the ACM, an earn-out is acceptable if it works at the level of the business, not on choices in the treatment room, and aims at keeping results rather than growth.
- When selling a sole proprietorship, the cessation relief is at most € 3,630 and the SME profit exemption of 12.7% applies. When selling shares, the box 2 rate in 2026 is 24.5% up to € 68,843 and 31% above it.
In this article
- How many veterinary practices already belong to a chain?
- What is an earn-out, and what does the ACM think of it?
- Do you sell the practice or the shares in your company?
- How is the sale of a sole proprietorship or partnership share taxed?
- What changes if you stay on as an employee after the sale?
- Is staying independent still a realistic choice?
How many veterinary practices already belong to a chain?
Over a third of companion animal practices. The ACM writes that the Netherlands has about 1,200 companion animal practices, and that over 400 of them are part of a chain (ACM, market study on medical care for pets, 30 April 2026). Ten years ago, the market consisted mainly of independent practices.
The state secretary cites a market share for chains of about 40 percent. The same letter says the share of self-employed vets has halved and the share of employed vets has doubled (Parliamentary paper 28 286, no. 1437, 17 June 2026). Number of practices and market share measure different things, so the two figures are not the same.
According to the ACM, vets increasingly want to focus fully on their profession and to work as employees and part-time. That is one of the reasons practices let themselves be taken over (ACM, 2026, section 2.2.8). In a case study of four takeovers, the ACM then saw average price increases of 1% to 21% per practice for treatments and 9% to 51% for medicines, over three years and adjusted for inflation.
What is an earn-out, and what does the ACM think of it?
An earn-out is an agreement under which the selling vet receives an extra payment if certain financial targets are met in a period after the takeover. The ACM saw that several chains use earn-outs for owners who keep working in the practice after the sale (ACM, 2026, section 5.4).
The ACM sees a risk. Someone who stays employed and has an earn-out that rewards growth may decide less freely in the treatment room. That is why the ACM recommends banning turnover and profit incentives for vets and other staff, including hired freelancers (ACM, 2026, recommendation A1).
The government is adopting this. The state secretary writes: 'I want to include this ban in legislation', and is working it out further with the parties involved (Parliamentary paper 28 286, no. 1437). On 1 November 2026 there is no bill yet. Exactly what the ban will look like and from when it applies is not yet known.
Research shows why buyers use earn-outs. A study of acquisition contracts found large differences in the size, the measure and the duration of earn-outs. The results fit the idea that earn-outs limit the costs of uncertainty about value and of the risk that the seller makes less effort after the sale (Cain, Denis & Denis, 2011). That research is about company acquisitions in general, not about vets.
Do you sell the practice or the shares in your company?
That depends on how you run the practice now. If you have a sole proprietorship or a partnership, you sell the practice itself: fixtures, stock and goodwill. If you have a practice company, the chain can buy the shares. The company then continues and gets a new owner.
The difference matters a lot for tax. With a sole proprietorship, you pay income tax in box 1 on the profit on cessation. When you sell shares in your own company, the profit is income from a substantial interest in box 2. That rate is 24.5% up to € 68,843 in 2026 and 31% above it (Income Tax Act 2001, article 2.12). The 2027 Tax Plan proposes a different box 2 rate, but the House of Representatives votes on it on 12 November 2026.
Statistics Netherlands counted 705 legal entities among 3,235 businesses in veterinary services on 1 October 2026, against 645 a year earlier (CBS, table 81589NED). So more and more practices work with a company. A sole proprietorship can be converted into a company before the sale without immediate tax, if the conditions are met (Income Tax Act 2001, article 3.65). Whether that pays off depends on the price and the time until the sale.
The general choice between a sole proprietorship and a company is worked out in a calculator (sole proprietorship or company).
How is the sale of a sole proprietorship or partnership share taxed?
You pay income tax on the cessation profit. That is the price minus the book value of what you sell. Goodwill you built up yourself is not on your balance sheet. It therefore counts in full as profit.
Two deductions apply to that profit. The cessation relief is at most € 3,630, and you only get it once in your life as an entrepreneur (Income Tax Act 2001, article 3.79). After that, the SME profit exemption of 12.7% applies (article 3.79a). The rest falls into box 1.
If you sell to an employee or a co-owner instead of a chain, you can sometimes roll over the profit. The buyer then takes over your book values and you pay no tax now. That is only possible if the buyer worked with you as an entrepreneur, or worked in the practice as an employee, for 36 months before the transfer (article 3.63). In a sale to a chain, that is usually not the case.
There is no separate rule in the act for an earn-out on a sole proprietorship. When such a conditional payment is taxed, and at what value, depends on the agreements. Have this calculated before you sign, because the box 1 rate can rise if everything falls in one year.
What changes if you stay on as an employee after the sale?
You become an employee of the chain. A turnover bonus or profit share in your new employment contract is exactly what the ACM wants to ban. The ACM wants a vet's pay to be independent of the practice's financial result and of the treatment, such as the amount of care, medicine sales and referrals (ACM, 2026, recommendation A1).
Your pension also continues. Every practising vet in the Netherlands takes part compulsorily in the pension scheme of the Veterinarians' Pension Fund, whether self-employed or employed (SPD, About SPD). As an employee, you agree a contribution to the premium with your employer.
Can the ACM stop a takeover? Usually not at present. A takeover only has to be notified if the companies together have € 150 million in worldwide turnover and at least two of them each have € 30 million in the Netherlands. Most practice takeovers stay below that (ACM, 2026, section 7.3). There is a private member's bill for a call-in power, which would let the ACM review small takeovers too (Parliamentary paper 28 286, no. 1437). Whether and when that becomes law is not yet known.
Is staying independent still a realistic choice?
Yes, but the trade-off is personal. An analysis of the American market describes how supporters of chains point to higher returns and access to capital for staff and technology. Opponents point to unnecessary debt and lower quality of care. The authors conclude that an independent practice can still offer a good living (Traub-Werner et al., 2025). That is an analysis of the market in the United States, not Dutch research.
Anyone who stays independent may cooperate with colleagues, but not in every way. The ACM sets limits for cooperation between small care providers, such as at most 8 providers with combined turnover below € 1.1 million a year. They may not exchange information about prices (ACM, 2026).
What a practice is worth depends on the profit a buyer expects and the risk they see. The factors that drive value are in a separate article (what determines the value of your business when selling).
Sources
- Netherlands Authority for Consumers and Markets (ACM), Market study on medical care for pets, final report, 30 April 2026, case ACM/25/194293 (in Dutch). acm.nl
- State Secretary for Agriculture, Fisheries, Food Security and Nature, Letter on veterinary care, Parliamentary paper 28 286, no. 1437, 17 June 2026 (in Dutch). officielebekendmakingen.nl
- Income Tax Act 2001, articles 2.12, 3.63, 3.65, 3.79 and 3.79a, in force from 21 February 2026. wetten.overheid.nl
- Statistics Netherlands (CBS), Businesses by sector (table 81589NED), SBI 2008 7500 Veterinary services, 2025 Q4 and 2026 Q4 (provisional). opendata.cbs.nl
- Veterinarians' Pension Fund (SPD), About SPD, read via web archive (version of 22 September 2026) (in Dutch). pensioenfondsdierenartsen.nl
- Cain, M. D., Denis, D. J. & Denis, D. K. (2011). Earnouts: A study of financial contracting in acquisition agreements. Journal of Accounting and Economics, 51(1-2), 151-170. doi.org
- Traub-Werner, M., Salois, M. J., McKay, C. H. & Platt, M. (2025). Making the case for a resurgent U.S. independent veterinary practice segment: a SWOT analysis. Frontiers in Veterinary Science, 12, 1558745. doi.org