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Clifford Chance

Clifford Chance


Structuring international mergers and acquisitions through the Netherlands

21 November 2012

This M&A toolkit memorandum provides a high-level overview of the advantages of structuring international M&A transactions through the Netherlands. The Netherlands is considered one of the best holding jurisdictions in view of its tax system, including a full exemption on income and capital gains derived from subsidiaries, its extensive tax treaty network, its flexible corporate laws and high quality of corporate service providers.

In the first part of this memorandum, we describe the tax advantages of the use of a Dutch private limited liability company ("BV") or a Dutch public limited liability company ("NV") as a holding company for a foreign investor considering investing in a foreign target company.

The second part of this memorandum describes the advantages of the use of a Dutch cooperative as a Dutch holding company in the event that an investor is established in a non-EU jurisdiction that has not concluded a tax treaty with the Netherlands

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