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Financial administrationallied health practices

Goodwill when taking over a physiotherapy practice: how it works in the books

Anyone buying a physiotherapy practice often pays more than the equipment is worth. That difference is goodwill. For tax purposes you depreciate it over at least ten years, and it does not buy you certainty.

6 min read

Goodwill is the part of the purchase price you pay above the value of the equipment, the furniture and other separate assets. You pay it for the turnover the practice brings: the patients, the location, the name and the cooperation in the area.

For tax purposes you depreciate goodwill by at most 10% a year. An amount of € 100,000 therefore reduces profit by at most € 10,000 a year for ten years. What you really buy with that goodwill is less certain than the price suggests.

In short

  • For tax purposes you depreciate goodwill by at most 10% a year, in the sole proprietorship and in the bv. In the annual accounts you follow the expected useful life.
  • For the seller the goodwill is cessation profit. The cessation deduction is at most € 3,630.
  • Staff transfer to the buyer by law. The buyer arranges an AGB code and a licence themselves, and they must be in place before claiming.

As at 1 November 2026. We found no official source on usual goodwill amounts for physiotherapy practices. This article therefore gives no amounts as a standard. The examples are examples.

In this article

  1. What do you buy when you pay goodwill?
  2. How fast may you depreciate goodwill?
  3. What does goodwill mean for the seller?
  4. What goes with the practice, and what does not?
  5. What do you record in the purchase agreement?
  6. How do you avoid paying too much?

What do you buy when you pay goodwill?

You buy the expectation that patients and referrers will keep coming. Legally you do not take over patients: a patient chooses a physiotherapist themselves. What you do take over is the practice premises or the lease, the equipment, the name, the arrangements with referrers and the staff.

How patients come in differs greatly per practice. Research using 2022 data from Dutch physiotherapists, speech therapists and dietitians found large differences between practices in the use of direct access, so without a GP referral. The patient's age, socioeconomic status and diagnosis played a role, as did the largest health insurer in the region and the number of therapists in the practice (Damen et al., 2025).

So do not just ask about turnover, but also about where it comes from: which referrers, which insurers, how much direct access, and which therapists treat the patients. If the seller leaves and most patients came for them, the goodwill is vulnerable.

Example: purchase price € 120,000Equipment and furniture€ 40,000Goodwill€ 80,000EquipmentDepreciate by at most 20% a yearGoodwillDepreciate by at most 10% a yearStaffTransfers by law, Civil Code 7:663AGB and licenceNot transferable, the buyer arranges them
Example of the make-up of a purchase price, with how each part enters the books. The amounts are an example. Source: Income Tax Act 2001 article 3.30, Civil Code 7:663.

How fast may you depreciate goodwill?

For tax purposes by at most 10% of the purchase price a year. The law says depreciation on goodwill is at most 10% a year, and on other business assets at most 20% (Income Tax Act 2001, article 3.30(2)). Goodwill of € 80,000 is therefore depreciated by at most € 8,000 a year, over at least ten years.

The same limit applies if you buy the practice in a bv. The Corporate Income Tax Act refers to this article for calculating profit (Corporate Income Tax Act 1969, article 8(1)).

In the annual accounts the rule is different. A bv depreciates goodwill over its expected useful life. Only if that useful life cannot be estimated reliably do you depreciate over at most ten years and explain why (Civil Code, article 2:386(3)). Commercial and tax depreciation can therefore differ.

Tax book value of the goodwill (x € 1,000)0204060800123456789108040Years after the acquisition
Worked example: goodwill of € 80,000 with the highest permitted tax depreciation of 10% a year. Source: Income Tax Act 2001, article 3.30(2). The amount is an example.

What does goodwill mean for the seller?

For a seller with a sole proprietorship the goodwill is profit on discontinuing the business. They pay income tax on that cessation profit. They receive a cessation deduction of at most € 3,630 (Income Tax Act 2001, article 3.79).

That is why the split of the purchase price matters for both parties. A higher amount for the equipment and a lower amount for goodwill means faster depreciation for you, but only if that split matches the real value. Record the value of the equipment, with support, in the purchase agreement.

What goes with the practice, and what does not?

The staff transfer by law. On the transfer of an undertaking, the rights and obligations under the employment contracts pass to the buyer. The seller remains jointly liable for one year for obligations from before the transfer (Civil Code, article 7:663).

You must have your own AGB code. On a transfer of assets and liabilities, Vektis records an end date for the seller and the link with the buyer. Anyone buying with their own KVK number needs their own AGB code (Vektis, AGB Registration and Control, version 1.90). A buyer that did not yet provide care requiring a licence applies for a licence as early as possible (Healthcare provider admission, Questions on the licence requirement).

Contracts with health insurers do not transfer automatically. Before the transfer, ask the insurers how and from when you can claim under your own contract. Include in the purchase agreement who receives the claims for the last months before the transfer.

What do you record in the purchase agreement?

Everything that could later lead to disagreement about money. A good purchase agreement makes the buyer's bookkeeping and the seller's tax return straightforward, because the amounts are already fixed.

  • The split of the purchase price over equipment, furniture, stock and goodwill, with support for the values.
  • The transfer date, and who receives the claims for treatments before and after that date.
  • Which employees transfer, with their pay, holiday entitlement and accrued rights. They transfer by law, but you need to know what you are taking on.
  • The lease of the practice premises, or the purchase of the building if that is separate.
  • Any payment in instalments or a part of the price that depends on turnover after the takeover.

Making part of the price depend on turnover is called an earn-out. It shares the risk: the seller receives more if the patients stay, you pay less if they leave. Then record exactly how turnover is measured and over which period.

How do you avoid paying too much?

By testing the goodwill against what the practice earns without the seller. Acquisitions often disappoint. A meta-analysis of research on acquisitions found that the performance of acquiring firms does not improve on average after an acquisition, and slightly declines (King et al., 2004). That research concerned larger companies, but the mechanism is the same: you pay up front for results that are yet to come.

  • Ask for turnover per therapist and per insurer over the last three years.
  • Calculate what is left if the seller leaves and you fill their hours yourself or with a new therapist.
  • Agree a handover period in which the seller introduces you to patients and referrers.
  • Consider paying part of the price only if the turnover holds after a year.

For comparison: for all physiotherapy practices together, Statistics Netherlands counted € 2,513 million net turnover and € 866 million operating result in 2024 (CBS, table 86104NED, 2024 provisional). That result includes the income of the practice owners. It is a CBS average, not a yardstick for the price of your practice. More on the pitfalls in Why does an acquisition often deliver less than the buyer expected?

Sources

  • Income Tax Act 2001, articles 3.30 and 3.79, in force from 1 January 2026 (in Dutch). wetten.overheid.nl
  • Corporate Income Tax Act 1969, article 8, in force from 1 January 2026 (in Dutch). wetten.overheid.nl
  • Civil Code Book 2, article 386, in force from 13 March 2024 (in Dutch). wetten.overheid.nl
  • Civil Code Book 7, article 663, in force from 1 July 2026 (in Dutch). wetten.overheid.nl
  • Vektis, AGB Registration and Control (in Dutch), version 1.90, 8 September 2026. vektis.nl
  • CIBG, Healthcare provider admission, Questions on the licence requirement (in Dutch), accessed 1 November 2026. toetredingzorgaanbieders.nl
  • Statistics Netherlands, Care practices, finances, SBI 2008 (86104NED) (in Dutch), 20 October 2026. opendata.cbs.nl
  • Damen, L.J., Meijer, W.M., Van Tuyl, L.H.D., Knottnerus, B.J. & De Jong, J.D. (2025). Factors that influence the use of direct access to allied health professionals in the Netherlands. Primary Health Care Research & Development, 26, e80. doi.org
  • King, D.R., Dalton, D.R., Daily, C.M. & Covin, J.G. (2004). Meta-analyses of post-acquisition performance: indications of unidentified moderators. Strategic Management Journal, 25(2), 187-200. doi.org

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