Do transfer duties have to be paid on the transfer of shares in a business, undertaking or asset? If so, what is the rate of such a transfer tax and which party usually bears the costs? In the context of the bilateral sale and purchase of shares, a company or an asset, the parties will usually conclude the following documents: If the contract of sale does not say whether a seller is responsible for misleading statements, a buyer can invoke the corresponding remedies of the Civil Code (for example. B errors or fraud). The exclusion of such claims by the parties may not be enforceable before a Dutch court (e.g. B is the dominant doctrine in the Netherlands that appeals in cases of fraud cannot be excluded contractually). What information is publicly available about private companies and their assets? What research of such information can a buyer normally make before stretching a contract? In particular, the Commercial Register of the Netherlands Chamber of Commerce can provide the following information on private companies whose assets and liabilities are called: Are transactions generally subject to closing conditions? Describe the closing conditions that are generally acceptable to a seller and any other terms a buyer wishes to include in the agreement. The sales contract contains in principle guarantees from the seller. The extent of the guarantees depends on the nature and circumstances of the transaction (e.g. B.dem activity of the target entity and margin for negotiation). Warranties usually cover the following areas: a seller usually insists on the inclusion of an overall cap for their liability as part of the sales contract. In the case of a Locked Box purchase price structure, a separate settlement is also agreed regarding the seller`s liability in the event of leaks. An undertaking established in the Netherlands within the meaning of Netherlands taxation or deemed to be established in the Netherlands is generally subject to Netherlands corporation tax in respect of income and capital gains arising from or derived from the disposal of shares, an undertaking or other assets.

The Dutch corporate tax rate is 25 percent (for taxable profits above €200,000; 20 percent for the first stage of €200,000 from 2018). Exemptions (e.g. B exemption from participation for participations of 5% or more) or reliefs (e.g.B. Bearing lightening) may be available. Depending on the type of seller, the parties may agree on certain restrictions for the seller with respect to the transaction, employees, and business relationships of the goal….