Голландские компании в налоговом планировании. Как это работает. Организация substance (реального присутствия) в Нидерландах. Использование нидерландских компаний в международной торговле. Juan Telting (STP Tax Lawyers. Netherlands)

1. Dutch tax saving possibilities for Ukrainian MNC’s
Juan Telting
STP Tax Lawyers
Kiev
October 2015
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2. Agenda
- Dutch (tax) features
- International structures with Dutch companies
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3. Dutch (tax) features
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4. The Netherlands
Key benefits
 Attractive tax facilities
 Legal and economic stability
 Outstanding legal and financial
services and personnel
 Extensive bilateral investment
treaties network (including Russia,
Ukraine, Kazakhstan)
 Extensive bilateral tax treaty network
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5. The Netherlands
Corporate income tax system
Dutch participation exemption
Key features:
All benefits (dividends and capital gains) arising from a qualifying shareholding are exempt
from Dutch Corporate Income Tax.
Conditions:
 at least 5% of the paid up nominal share capital of a company with a capital
dividend into shares;
 the taxpayer does not qualify as an investment institution; and
 the subsidiary does not qualify as a so-called low taxed passive subsidiary.
Costs related to the acquisition or disposal of a participation such as legal fees, compensations,
notary fees, etc. are not deductible.
Losses arising from the liquidation of a (foreign) subsidiary are deductible (provided certain
conditions are met).
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6. The Netherlands
Key tax features (1)
 No withholding tax on dividends and royalties
 Participation exemption
 Loss compensation
 Group relief
 Financing with hybrid loans
 Extensive tax treaty network
 Access to EU law and protection (Parent/Subsidiary Directive &
Interest/Royalty Directive)
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7. The Netherlands
Key tax features (II)
 Transfer Pricing Modeling
 Asset protection by use of foundation
 Use of the tax-friendly Coöperation
 Ruling practice
 No capital tax or stamp duty
 30% ruling for expats
 Innovation Box regime
 High level investment protection
 No exchange control
 Flexible corporate law
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8. The Netherlands
UBO-register and shareholders-register
 Fourth anti money laundering Directive: Member States should
register the ultimate beneficial owners (>25%) of entities
 Information to be disclosed:
 Name
 Date of birth
 Nationality
 Residence state
 Interest in entity
 UBO-register is open for governments bodies and persons with a ‘legitimate
interest’
 UBO-register should be opened in the course of 2017 at the latest
 Next to the UBO-register, the Netherlands will register the direct shareholders
(>25%) of Dutch entities as from 1 January 2016. 8

9. Foreign investment
company taxed at >10%
CIT
Corporate income tax system
International holding structure with applicability of the Dutch
Participation Exemption
Dutch subsidiary Foreign active trading
company
Dutch Holding
Company
0% dividend
withholding tax
Received dividends and
capital gains fully tax exempt
In case of liquidation:
liquidation loss deductible
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10. International structures with
Dutch companies
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11. Ukraine/The Netherlands
Double Tax Convention
• Acces to DTC: Companies taxresident in Ukraine or NL
• Tie breaker: Place of effective management
• Intra-group transactions: Arms’ length principle
• Dividends NL ↔ Ukraine: 5%WHT (0% if >50% and >300.000 USD)
• Interest NL ↔ Ukraine: 10% WHT (2% on loans from financial institutions)
• Royalties NL ↔ Ukraine: 0% WHT (for industrial royalties)
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12. SFI-structure
Ukrainian company Dutch SFI
Interest
WHT reduced to 2%
Dutch-Ukraine tax treaty: reduced withholding tax of 2% on interest payments to an
SFI (Special Financial Institution)
Foreignco
Interest
No WHT
Foreign
shareholder
Definition of SFI: “a resident enterprise or institution, irrespective of its legal form,
in which non-residents hold a direct or indirect participating interest through a shareholding or
otherwise and whose objective is or whose business consists to a major extent of receiving funds
from non-residents and channeling them to non-residents”.
STP Tax Lawyers has experience with obtaining the required Application
of the Dutch Central Bank.
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13. International Ukrainian Holding structure
Ukrainian outbound investments
Ukrainian Parent
company
EU
Subsidiary
Czech
Subsidiary
US
Subsidiary
Current situation:
10% 5%5-15%
Turkish
Subsidiary
5%
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14. Ukrainian outbound investments
International holding structure with a Dutch Holding Company
Ukranian Parent
company
Dutch Holding
Company
Reduced to 5% / 0%
dividend withholding tax*
Turkish
Subsidiary
EU-subsidiary Czech
Subsidiary
10% 0%
US
Subsidiary
0%*0%
Proposed situation:
*LOB clause in Treaty should be
checked
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* Economic substance required

15. Ukrainian outbound investments
International holding structure with a Dutch Holding Company and Cooperation
Ukranian Parent
company
Dutch Holding
Company
Reduced to 0% dividend
withholding tax*
Dutch Coop
Turkish
Subsidiary
EU
Subsidiary
Czech
Subsidiary
* Economic substance required
10% 5%
US
Subsidiary
0%**0%
Proposed situation:
**LOB clause in treaty should
be checked
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16. Ukrainian
Company
Active
Company
Ukrainian outbound investments
Licensing Structure
Dutch Licensing
Company
License agreement
Sublicense
0% withholding tax
on royalties
0% withholding tax
on royalties
Income on
royalties taxable?
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17. Ukranian
Company
Ukrainian inbound investments
Current situation
Turkish Company
Ukranian
Company
Czech Company
Ukranian
Company
Russia
Withholding tax:
Dividends 10%
Interest 10%
Royalties 10%
Withholding tax:
Dividends 5%
Interest 5%
Royalties 10%
Withholding tax:
Dividends 5%
Interest 10%
Royalties 10%
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18. Ukrainian
Company
Ukrainian inbound investments
Proposed situation
Turkish Company
Ukrainian
Company
Czech Company
Ukrainian
Company
Russian Company
1. Withholding tax:
Dividends 5%
Interest 10%/2%
Royalties 0%
1. Withholding tax:
Dividends 5%
Interest 10%/2%
Royalties 0%
1. Withholding tax:
Dividends 5%
Interest 10%/2%
Royalties 0%
Dutch Holding
Company / Coop
Dutch Holding
Company / Coop
Dutch Holding
Company / Coop
1. 1. 1.
2. 2. 2.
2. Withholding tax:
Dividends 0/15%
Interest 0%
Royalties 0%
2. Withholding tax:
Dividends 0%
Interest 0%
Royalties 0%
2. Withholding tax:
Dividends 5%
Interest 0%
Royalties 0%

19. Substance requirements
New legislation applicable since 1 January 2014
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• At least 50% of the board of directors with decision taking powers must be resident of the
Netherlands;
• Aforementioned Dutch resident board members must be sufficiently competent and qualified
to perform their tasks (such duties of the board of directors include at least the decision-
making on the transactions to be entered into as well as ensuring the proper handling of such
transactions entered into);
• The company has qualified personnel at its disposal;
• The decisions of the executive board members must be taken in the Netherlands;
• The company’s main bank account is in the Netherlands (entitlement and control);
• The bookkeeping of the company must take place in the Netherlands;
• The company’s registered address is in the Netherlands and is not, as far known to the
company, considered as a tax resident of another country;
• With regard to its activities, the company must incur real risks;
• The level of equity of the company is sufficient to carry out its functions.

20. Tax experts cover all areas of tax law
Intertwined with almost all practices and disciplines of the legal industry
 General tax practice;
 Employment tax;
 European tax law;
 International tax planning and M&A;
 Structured Finance;
 Investment management / Funds;
 Real estate;
 Tax litigation;
 Tax Assurance & Tax Control Framework;
 Tax compliance;
 Tax audits;
 Due Diligence Investigation;
 Transfer pricing;
 VAT;
 Estate planning & high-net-worth
individuals.
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21. Biography
Juan Telting Partner
E-mail: juan.telting@stp.nl
Telephone: +31885060603
Mobile: +31624760547
Juan started at Coopers & Lybrand, one of the
predecessors of PwC in 1997. After working at
PwC for ten years, Juan was looking for new
challenges in his day-to-day work. Not only in
advising clients, but particularly in using his
own business skills. The next logical step was
setting up his own tax advisory firm.
Juan advises in national and international
areas and has affinity with Russian,
Ukrainian, CIS, Turkish and Eastern European
companies. He deals mainly with company
restructuring and financing. Juan furthermore
regularly advises real estate companies and
high-net worth private individuals. Juan sits
on the boards of various charities.
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