Your company is in full swing. In the context of a family succession, a takeover of activities or, for example, the separation of the real estate portfolio from the operating risk, a restructuring of your company(ies) can be the appropriate solution to meet future challenges. A restructuring can take the form of a merger, a (partial) demerger or a contribution. Since a restructuring is not an everyday operation, VGD is happy to assist you with the legal and tax elaboration.
Forms of restructuring
Two or more companies can be merged by means of a merger. In addition, it is also possible to fully or partially demerge a company into an existing or newly established company via a (partial) demerger.
A third form of restructuring is a contribution, whereby certain assets, such as shares or real estate, can be contributed to the capital of a company.
Specific fiscal landscape
Specific tax rules apply in the event of a restructuring:
- If certain conditions are met, a merger or (partial) demerger can take place fiscally neutral. In this way, tax on any latent capital gain can be avoided.
- In the event of a merger or (partial) demerger, tax-transferred items (such as tax losses carried forward) may only be transferred or deducted to a limited extent. If your company has tax losses carried forward, a merger or (partial) demerger may therefore have negative tax consequences.
- When restructuring with real estate, you also have to take any registration rights into account. In most restructurings, however, an exemption from the registration duties can be used.
In addition to the specific legal procedure that you have to follow, a restructuring also involves its own tax rules that must be followed closely. If the administration succeeds in challenging the tax-free character, the tax cost can be high!
HOW OUR ADVISORS CAN HELP YOU
Our advisors are happy to sit down with you to map out the tax consequences of your restructuring and to guide you further in the legal and tax elaboration. After all, even in a load-neutral operation, neutrality is not always absolute. It is therefore important to determine which restructuring is most appropriate, for example by weighing the pros and cons of a liquidation against a merger.
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