1. The Netherlands as a holding and
financing jurisdiction
Ton Lekkerkerker

2. What makes the Netherlands attractive?
- Stable monarchy, King Willem-Alexander
- 17 million inhabitants
- Capital Amsterdam
- Rotterdam largest seaport in Europe
- International infrastructure
- 4 direct flights a day Moscow-Amsterdam
- Well-educated work force

3. Other highlights
- Important financial center
- More than 80 banks
- 13 Dutch multinationals in
Fortune Global 500
- Shell, Unilever, Heineken
- More than 5.000 foreign based companies
- Huge tax treaty network
- Attractive tax climate

4. Participation exemption
• Participation exemption applies to shareholdings
of at least 5% which are not being held as
investment participation (intention test).
- All benefits exempt for 100% - dividends,
forex and capital gains
- Losses not tax deductible (exception:
liquidation losses)
- Expenses tax deductible (exception:
acquisition / disposal costs)
• Specific rules if the participation is held as an
investment participation,
• No minimum holding period

5. Dutch HoldCo
HoldCo
KazakhCoOpCo
≥ 5% Dividends and
capital gainsExemption

6. Other tax issues
• No withholding tax on interest and royalty
payments abroad
• No stamp duties
• 5% withholding tax on dividend to Russian
corporate shareholders
• Corporate income tax 20% to EUR 250.000
and 25% for excess

7. Tax benefits
• Flexible approach for losses
• Innovation box
• Huge tax treaty network, reducing
withholding taxes
• Special tax regime for expatriates
• Tax ruling practice

8. Legal aspects
• Branch versus legal entity
• B.V. has no minimum capital
• N.V. EUR 45.000 minimum capital
• Notarial deed for incorporation
• Ultimate beneficial owner
• Incorporation can be finalized in two weeks

9. Migration of existing Cypriot structures
to the Netherlands
• Corporate seat transferred to the
Netherlands
• If effective business, legal form can be
changed from Ltd into B.V.
• Cross border legal merger between Ltd
and B.V.
• Share merger, followed by liquidation
• Tax advice should be sought

10. Questions?
• Ton Lekkerkerker
• Lekkerkerker@dirkzwager.nl
• Tel +31 26 355 55 47
• Mobile +31653312666
• www.dirkzwager.nl
• www.legalknowledgeportal.com
• www.telfa.org
The content of the presentation cannot be applied as legal counselling as this will
always be subject to actual and specific knowledge of the client’s situation.