Afsplitten

Afsplitten is a corporate restructuring technique used to create a separate legal entity from part of an existing company. The process involves transferring a defined set of assets, liabilities, contracts, and operations from the parent company to a newly formed company, often with the intention of preserving continuity of the business while isolating a specific activity or unit.

There are two common variants in practice. In a split-off, shareholders of the parent exchange some or all of their shares in the parent for shares in the new company, resulting in a reallocation of ownership between the two entities. In a spin-off, the parent distributes shares of the new company to its own shareholders without a direct exchange of shares, and the parent continues to operate the remaining business. Both forms are used to focus on core activities, isolate risks, enable financing or sale of the unit, or create a more attractive standalone entity for investors.

The process typically involves several steps: strategic decision by the board and shareholders, due diligence, valuation of the transferred assets and liabilities, creation and capitalization of the new entity, and a legal act or notarial deed to effect the transfer. Regulatory and disclosure requirements may apply, particularly for listed groups, and tax considerations can influence the structure and timing of the transaction. After completion, the new entity operates as an independent company, while the parent may retain or relinquish control over the transferred business depending on the chosen form.

Afsplitten is closely related to other corporate reorganizations such as mergers, acquisitions, and various forms of corporate spin-offs. See also spin-off, split-off, and corporate restructuring.