RJ 216 Mergers and acquisitions: goodwill, negative goodwill and acquisitions within the group

The short answer

In an acquisition you value the acquired identifiable assets and liabilities at fair value; what you pay above that, including direct acquisition costs, is goodwill (RJ 216). You capitalise goodwill and amortise it over its useful life: at most twenty years unless you rebut that, at most ten years if the life cannot be estimated reliably. You never reverse a write-down.

Updated 30 October 2026

Key facts

Acquisition or pooling of interests

RJ 216 applies if you acquire a coherent set of activities, assets and liabilities that can generate turnover itself. If you buy only individual assets, you allocate the price by their fair value and no goodwill arises (RJ 216.101). The legal form, share purchase, asset-and-liability deal or legal merger, makes no difference to the accounting (RJ 216.102).

Almost every transaction is an acquisition: one party gains control of the other (RJ 216.107). Only when more or less equal parties combine their businesses through a share exchange, with a view to durably sharing risks, can there be a pooling of interests. You account for that at existing carrying amounts, without goodwill (RJ 216.110–112).

Purchase accounting in five steps

1. Acquisition date. The moment at which control actually passes, often when the business comes for the buyer's account and risk. From then on you recognise results (RJ 216.202).
2. Acquisition price. The amount in cash or the fair value of what you give otherwise, plus costs directly related to the acquisition, such as due diligence, notary and lawyers. Internal costs of an acquisitions department do not count (RJ 216.203 and 216.207). A deferred payment you recognise discounted. You include an earn-out as soon as payment is probable and can be estimated reliably (RJ 216.239).
3. Identifiable assets and liabilities you value at fair value, even if the acquired party did not have them on its own balance sheet, such as customer contracts, brands or a tax loss carry-forward (RJ 216.208–210). Liabilities arising from your own plans you do not recognise, except for a strictly defined reorganisation provision (RJ 216.211–212).
4. Deferred tax. If fair value differs from the tax carrying amount, you recognise deferred tax under RJ 272 (RJ 216.501).
5. Goodwill is the remainder between acquisition price and your share in the fair value of the net assets. You value a minority interest of third parties at their share of those fair values (RJ 216.213).

Unlike under IFRS 3, you therefore include the direct acquisition costs in the price, and so in the goodwill.

Capitalising and amortising goodwill

If the value at initial valuation in accordance with paragraph 2 or paragraph 3 is lower than the acquisition price or the preceding carrying amount of the participating interest, the difference is capitalised as goodwill. For this calculation the acquisition price is also reduced in accordance with article 385 paragraph 5.

• Useful life. You amortise goodwill systematically over the period in which the benefit arrives. The RJ assumes at most twenty years from acquisition (RJ 216.221). Factors include the nature of the activities, the stability of the industry, key people and contractual terms (RJ 216.225).
• Ten years. If in an exceptional case you cannot estimate the useful life reliably, you amortise over at most ten years and state the reasons (art. 2:386(3) DCC).
• Longer than twenty years is possible only with convincing evidence, for instance if the goodwill is tied to an asset with a long life. Then you test the recoverable amount every year and explain the reason (RJ 216.225a and 216.230).
• Method. Straight-line, unless another pattern is reliably established. You review period and method again at the end of each year (RJ 216.222 and 216.228).

The write-down is reversed as soon as the impairment has ceased to exist.

The second sentence of paragraph 4 does not apply to write-downs of goodwill.

Case: a bakery buys a competitor

Bakkerij Vermeer Groep BV buys all the shares of Korrel & Co BV on 1 January 2026. It pays € 1.500.000 in cash. On 31 December 2026 an earn-out follows based on turnover in the first half of 2026, which will probably be € 100.000; because it is paid within a year, Vermeer does not discount it. Due diligence and legal advice cost € 60.000. Korrel has equity of € 700.000. The business premises are worth € 300.000 more than book value, and the supply contracts with two supermarket chains, which are not on Korrel's balance sheet, have a fair value of € 200.000. For tax the carrying amounts do not change; we calculate with a corporate income tax rate of 25,8%.

Vermeer estimates the useful life of the goodwill at ten years, based on the recipes, the team and the term of the contracts, and amortises € 58.900 a year. In its separate annual accounts Korrel appears as a participating interest at net asset value (€ 1.071.000) and the goodwill separately under intangible fixed assets. In the consolidated annual accounts the premises, contracts and deferred tax appear per item, with the same goodwill. Equity is the same in both.

On settlement at the end of 2026 the earn-out is € 145.000. The acquisition price and the goodwill go up by € 45.000, to be amortised over the remaining nine years: € 5.000 a year extra from 2027 (RJ 216.240–242). Had Vermeer paid only € 1.000.000 in total, there would have been € 71.000 of negative goodwill. After a fresh check of the fair values it shows that as a separate liability item on the balance sheet and releases it in line with the depreciation of the premises and contracts, because the amount stays below their fair value (RJ 216.233–235).

Per class. As a medium-sized or large business, Vermeer explains the acquisition at length: party, date, percentage, purchase price with earn-out, the amortisation period and a statement of movements of the goodwill (RJ 216.401–403). As a small BV it only describes how it accounted for the acquisition; the rest is for consideration (RJk B3.203). As a micro-entity it discloses nothing, but even then the goodwill is capitalised in the fixed assets.

Acquisitions within the group and by foundations

If a holding company buys a sister company that falls under the same shareholder, it is an acquisition under common control. In the consolidated annual accounts you then choose from three methods: purchase accounting, but only if it reflects the economic reality; pooling of interests; or carry-over accounting, where you combine the existing carrying amounts without adjusting the comparative figures (RJ 216.503). For the separate annual accounts the same applies via RJ 214.513. In a restructuring within a family group no new goodwill need arise.

For foundations and associations you account for a legal merger as a pooling of interests. If the acquiring foundation pays a purchase price in an asset-and-liability deal, it is an ordinary acquisition (RJ 216.604–605).

What changes per financial year

RJ 216 (amended 2023) has applied since financial years from 1 January 2024 and was not changed in the 2026 and 2027 editions. The same rules therefore apply for 2025, 2026 and 2027. However, from 2026 the RJ clarified in RJ 272 that the exception for deferred tax on the initial recognition of an asset does not apply to an acquisition under RJ 216 (Ten geleide, 2026 edition): in an acquisition you therefore simply recognise the deferred tax.

Common mistakes

• Charging acquisition costs to the result, as under IFRS, instead of including them in the acquisition price.
• Not separately identifying customer contracts and brands, so that everything ends up in goodwill.
• Forgetting the deferred tax on the revaluation gains, so that the goodwill comes out too low.
• Charging goodwill directly to equity. That is not allowed; art. 2:389(7) DCC prescribes capitalising (RJk B1.114).
• Reversing an earlier write-down of goodwill.
• Choosing ten years as a default without estimating the useful life. Ten years is the maximum for when estimating fails, not a fixed term.

How it works at Jaarrekening.io

On eliminating a participating interest, the consolidation module calculates the goodwill or negative goodwill and the share of third parties. You determine the fair values of the acquired assets and liabilities yourself; the app takes them over. In the notes the app asks for the amortisation period of goodwill and, if the useful life cannot be estimated reliably, the reasons for the chosen period.

Sources

• Art. 2:389 DCC, paragraph 7: goodwill on initial valuation (wetten.overheid.nl)
• Art. 2:386 DCC: amortisation of goodwill
• Art. 2:387 DCC: impairments, no reversal for goodwill
• Ten geleide to the RJ volume, 2026 edition (rjnet.nl)
• Dutch Accounting Standards (Richtlijnen voor de jaarverslaggeving) (rjnet.nl)

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