Doing Business in the Netherlands 2012 - American Chamber of ...

Doing Business in the Netherlands 2012
b) an EU resident company that qualifies for the EU
Parent-Subsidiary Directive and at the time of the
liquidation holds at least 5% of the issued and paid-in
capital of the distributing company; and/or
c) a recipient that may benefit from an exemption based
upon a tax treaty.
18.12 Mergers and Demergers
18.12.1 Business Merger
Taxation of capital gains, realized on the transfer of the assets and
liabilities (comprising a business or an independent part thereof) of
one company to another (existing or newly incorporated) company
may be “rolled over” under the “merger exemption” if the business is
transferred in exchange for shares in that other company. This
exemption is subject to the following conditions:
a) The only compensation received by the transferring company
consists of shares in the receiving company.
b) The future levy of corporate income tax is assured. This
condition implies that for tax purposes, the transferee
company must take the same basis in the assets and liabilities
which the transferring company had immediately prior to the
transfer.
c) None of the companies suffered losses eligible to be carried
forward prior to the merger.
d) Both companies are subject to the same tax regime. This will
not be the case if, for instance, one company is a regular
taxpayer while the other company qualifies as an investment
institution and is therefore subject to a 0% corporate income
tax rate.
Baker & McKenzie 189