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Corporate Income Tax in the Netherland’s 2021 Tax Plan

March 2019

Earlier this month, the Ministry of Finance of the Netherlands presented its 2021 Budget. As a part of the budget presented, a tax plan for the next year was also laid out. Among other things, the tax plan looked into the corporate income tax for the coming year.

Corporate income tax (CIT) is payable by private or public limited companies (BVs and NVs) and, in certain circumstances, by foundations and associations on their worldwide income (exceptions apply). Standard CIT rate currently stands at 25%.

Earlier this year it was proposed to reduce the CIT rate to 21.7%, however, the in the presented budget and the tax plan this proposal did not go forward, meaning that the applicable standard rate will remain at 25% in 2021.

Yet, for profits which are subject to the tax but are under Euro 245 000, the CIT rate will be reduced to 15%. This change constitutes both a reduction of the special CIT rate (currently standing at 16.5%), and an increase of the amount to which the special rate applies (currently Euro 200 000). Furthermore, it is proposed that this reduced CIT rate will start to apply to profits as high as Euro 395 000 in 2022.

For the companies operating under the “innovation box regime”, the effective tax rate on royalty income in 2021 will be increased from 7% to 9% (in line with the budget proposal of last year).

Need further assistance with CIT or its filing? STRIK Attorneys at Law and Tax Advisors is a boutique, multilingual law firm that advises on matters of Dutch corporate and tax law and is happy to assist its clients in navigating legal and tax landscape in the Netherlands.

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Two months to go: as of 27 September 2020 Dutch legal entities will be under obligation to register their ultimate beneficial owners with the UBO register, but the UBO data collection has to begin now

March 2019

The much-discussed UBO register which is aimed at prevention of money laundering and terrorist financing and as such derives from obligations set out in the 4th Anti-Money Laundering Directive (EU/2015/849) (as amended by the 5th Anti-Money Laundering Directive (EU/2018/843)) was approved by the Dutch Senate at the end of last month to be implemented in a two-step procedure:

Step 1: From 8 July 2020, relevant legal entities are obliged to collect and record the required data and documents on their UBOs whilst ensuring that such data and documents are adequate, accurate and current; foundations have an obligation to record distributions of 25% or less. Failure to comply with these obligations may lead to imposition of penalties.

Step 2: On 27 September 2020, the UBO register is expected to become operational (the register will be maintained by the Dutch Chamber of Commerce (KvK)). From that date existing legal entities will have 18 months to submit their UBO data to the register. Entities incorporated after 27 September 2020 will not be given the 18-month period and will be required to submit their UBO data upon registration with the Chamber of Commerce.

There is still some unclarity as to the identification process of persons who will be accessing the UBO Register, as well as the process on providing the UBOs with information on the number of times their data has been provided to third parties other than government organizations. Rules in this respect are expected to be announced soon.

Although Strik Advocaten en Balstingadviseurs B.V. has put its utmost effort in producing this newsletter, Strik Advocaten en Balstingadviseurs B.V. makes no representation as to the (accuracy and completeness of the) contents of this newsletter and excludes every responsibility of liability for any type of damage deriving from the use of its contents.

Want to know more about the UBO register and what your company’s obligations are? STRIK Attorneys at Law and Tax Advisors is a boutique, multilingual law firm that advises on matters of Dutch corporate and tax law and is happy to assist both individual and corporate clients.

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COVID-19 update: New emergency law allowing companies to hold general meetings via online means is to take effect soon

March 2019

The House of Representatives of the Netherlands has recently received a new COVID-19 related bill allowing electronic means to be used for decision-making purposes during the corona crisis. The bill is likely to take effect this month but it is expected that it will cover things retrospectively.

The bill allows Dutch legal entities to hold general meeting using electronic means, that is, attendance will be possible by joining a video or audio conference. Questions may be submitted no later than 72 hours prior to and during the meeting, and voting should be carried out before the meeting. Where a general meeting has been already convened (to take form in a physical or hybrid format), the bill will make it possible to change the form of venue to a virtual meeting by providing at least a 48-hour notice. In such a case, questions can be submitted up to 36 hours prior to the meeting.

In this respect it is important that regardless of what general meeting set-up is set out in entity’s founding documents (eg articles of association), the bill will ultimately enable it to hold a virtual general meeting.

Furthermore, the new measure will also allow notaries to execute a deed with the signatory present via a video link.

For more information, see (in Dutch only): link.

Do you have a Dutch BV and are wondering how the corona crisis might affect the entity’s ability to perform its legal obligations? STRIK Attorneys at Law and Tax Advisors is a boutique, multilingual law firm that advises on matters of Dutch corporate and tax law and is happy to assist its clients in navigating legal landscape in the Netherlands currently affected by COVID-19.

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Dutch Chamber of Commerce (KvK) launches support resource for companies and entrepreneurs affected by Corona Virus 

March 2019

Due to unfolding uncertainty resulting from the outbreak of Covid-19, or Corona Virus, the Chamber of Commerce of the Netherlands (Kamer van Koophandel) has launched a dedicated resource to help affected organizations and entrepreneurs to navigate the corporate challenges posed by the virus. The resource accumulates important information and links to government institutions that can help owners, executives and entrepreneurs to deal with the following issues:

– reduction of workload for staff and personnel;
– reduction of workload for private entrepreneurs;
– potential tax issues resulting from decreased profits because of the Corona Virus;
– working from home and duties of the employer during the crisis situations;
– what to do if you need to organize a mass event or a meeting, or travel abroad for business;
– potential bankruptcy as a result of the Corona Virus crisis.

For more information see (in Dutch only): https://ondernemersplein.kvk.nl/het-coronavirus-en-ondernemen-een-wegwijzer/

Do you consider registering a company in the Netherlands? Or do you already have one and need to introduce changes to its structure, corporate documentation, or composition of its board? STRIK Attorneys at Law and Tax Advisors is a boutique, multilingual law firm that advises on matters of Dutch corporate law and is happy to assist both individual and corporate clients in registering, maintaining or liquidating an entity incorporated in the Netherlands.

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Recent Dutch court judgement on drag-along provisions: a case of organic food retailer

March 2019

Similarly to other jurisdictions, Dutch shareholders agreements typically include exit mechanism provisions, including the so-called ‘drag-along’ and ‘along-along’ rights. In a nutshell, a drag-along right enables a majority shareholder to force a minority shareholder to join in the sale of a company. The majority owner doing the ‘dragging’ must give the minority shareholder the same price, terms, and conditions as any other seller.  By the same token, tag along rights, being the inverse of  drag along rights, can be exercised when a majority shareholder sells their shares, thus enabling a minority shareholder to participate in the sale at the same time for the same price for the shares.

One of the most recent Dutch cases relating to an exercise of the so-called ‘drag-along right’ concerns a niche organic food retailer, Marqt, whose shops could be seen on highstreets in all major Dutch cities.

As the time of financial hurdles, the founders and minority shareholders of Marqt opposed the exercise of the ‘drag-along right’ by the majority shareholders citing they needed more time for finalize the sale they were working on at their end.

Having considered all the circumstances in the case, the Dutch court ultimately ruled that exercise of the ‘drag-along right’ by the majority shareholders justified full compliance with the relevant shareholders agreements.

A full text of the judgement (in Dutch only) is available here.

Are you a founder or investor and interested to learn more how to best structure a shareholders agreement to protect your best interests? STRIK Attorneys at Law and Tax Advisors is a boutique, multilingual law firm that advises on matters of Dutch corporate law and is happy to assist both individual and corporate clients.

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