5Â° Netherland Brochure New

Amicorp Group The Netherlands
Amicorp Group
The Netherlands
Management, administration, fiduciary, consulting and corporate structuring services
www.amicorp.com
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Amicorp has a new address in The Netherlands:
WTC Amsterdam
Tower C-11
Strawinskylaan 1143
1077 XX Amsterdam
The Netherlands
Tel: +31 (0)20-5788388
Fax: +31 (0)20-5788389
As holding company location, The Netherlands is making a strong come-back through its corporate
tax reform.
As Fund location, The Netherlands becomes more interesting through proposed legislation for The
Netherlands Resident Investment Fund and through the existing Netherlands Non-Resident Closed
Investment Fund.
A new solid EU-exit route exists through a Netherlands-Singapore structure.
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The Amicorp Group
The Amicorp Group (Amicorp) is a financial services company specialized in providing corporate and
trust management services, private wealth and estate planning, corporate, asset and project finance
structuring and Business Process Outsourcing services. We deliver responsive administrative, legal,
corporate and fiduciary structuring services to a broad range of corporate and individual clients.
Amicorp is committed to providing a non-competing environment of trust and integrity with the
professional intermediaries who usually play a major role in the business efforts of clients. We understand
and anticipate the needs of our professional intermediaries and work hand-in-hand to deliver the best
possible solutions. We work to achieve this by thoroughly studying the different markets in which we
are active.
In most cases, we work directly with client intermediaries such as lawyers, accountants, private bankers
and other advisors. However, our clients include high net worth individuals, publicly and privately
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held companies, pension funds, start-up operations, partnerships and trusts. We solidly protect their
interests through diversification of risk, maintaining a conservative financial profile, and by providing
the peace of mind that comes from dependable and loyal client relationships.
Clients with international operations and investments benefit from the support of Amicorps proactive
and result-driven professional team in the design and implementation of creative and innovative
strategic corporate solutions to meet the challenges of todays complex international business
environment. Amicorp works exclusively in stable political and legal environments in order to ensure
the security and practical results required by our clients.
Mutual trust and in-depth understanding of our clients business needs are essential for developing
personal and long-term relationships between them and our account management teams. Amicorps
strength is founded on our commitment to providing top quality and unsurpassed service. We believe
that high quality is about much more than delivering the agreed services at the agreed time. We believe
that close collaboration with our clients is essential to successful management of their overall business
processes and to providing insight into their developing and dynamic business environment.
Commitment to excellence, driven by ongoing investment in technology and specialist human resources,
enables us to continually update and improve our range of service and product offerings, and optimize
the processes in which they are executed. We ensure that each client receives exactly what they need
in the most timely and cost-effective manner, coupled to ongoing follow-up, quality end results, and
rapid turnaround on all inquiries and requests.
We develop new structuring options and investigate new markets on a constant basis in order to
provide our clients with the most up-to-date information and present them with new opportunities
as they arise. Internal Product Focus Groups, consisting of our most knowledgeable experts in each
segment, together with our regional Market Coordinators play a major role in providing information and
details on current and developing opportunities to our clients. These Groups and Coordinators, coupled
with our internal systems, provide Amicorp team members with immediate notice of and access to any
changes in legislation or corporate governance initiatives that may benefit or hinder our clients.
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Our worldwide team of professionals comprise over 300 specialists from 25 countries contributing with
a wide range of expertise and experience. They include Attorneys, Certified Public Accountants and
bankersmany of whom are members of national and international fiscal and legal bar associations.
Amicorp is wholly independent and privately owned. This eliminates the risk of any conflicts of interest
arising from the cross-selling of investment advisory, audit, legal and tax advisory services. As a fully
integrated company rather than a partnership, we provide our clients with strong central direction and
integrated, unbiased teamwork between our worldwide network of offices located in:
Barbados, Brazil, the British Virgin Islands, Chile, China, Cyprus, Denmark, Hong Kong, India, Lithuania,
Luxembourg, Mexico, New Zealand, Poland, Singapore, Spain, Sweden, Switzerland, The Netherlands
Antilles, The Netherlands, The United Kingdom and The United States of America.
Amicorps supporting offices are located in Anguilla, the Bahamas, Belgium, the Cayman Islands, Madeira,
and Malaysia.
Please note: Amicorp does not provide tax-consulting or asset management services. Each potential client is recommended to obtain
tax advice in each jurisdiction where he or she will be active. Amicorp regularly refers and liaises with both legal and tax experts in all
our operation jurisdictions.
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The Amicorp Group

Netherlands Tax Facts
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Standard Corporate and Withholding Tax Rates

Net Operating Losses
Value Added Tax (VAT)
Thin Capitalization in The Netherlands
Costs to Enter The Netherlands Market
Controlled Foreign Corporation (CFC) Rules
The Netherlands Tax Treaty Network
Deduction from Taxable Income
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Entities in The Netherlands

The B.V., N.V., Stichting and C.V.
The Netherlands Besloten Venootschap (B.V.) and Naamloze Venootschap (N.V.)
Incorporation
The Deed of Incorporation
Time Frame
Shelf Companies
The Netherlands Stichting or Foundation
The Netherlands Commanditaire Venootschoop (C.V.)
C.V. Tax Aspects
Structuring through The Netherlands
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Holding Structures
EU Exit: The Netherlands and The Netherlands Antilles (The Dutch Sandwich)
Alternative EU Exit 1 - The Netherlands and Cyprus
Alternative EU Exit 2 - The Netherlands and Singapore
Stichting or Foundation
Certification of Shares
Stichting Administrative Kantoor (STAK)
Estate Planning with a Foundation
Taxation of a STAK
The Netherlands Co-operative
Money Box Transactions
Finance Structures
Royalty Structures
Advanced Pricing Agreements
Outsourcing Royalty and Finance Activities
Real Estate Structures
Pre-financing/Interest Cost Reduction Structures
Advanced Pricing Agreements and Factoring Structures
The Netherlands Closed Investment Fund (Besloten Fonds voor Gemene Rekening)
Umbrella Fund
Dutch Resident Investment Fund (DRIF)
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Brochure - Terms of Use
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Netherlands Tax Facts
Standard Corporate and Withholding Tax Rates

The corporate tax rate is 25.5% as of 2007. A tax rate of 20% applies to taxable income up to Euro
25,000 and a rate of 23.5% for taxable income between Euro 25,000 and Euro 60,000. Capital gains and
other income are taxed at standard corporate income tax rates.
The dividend withholding tax rate is 15% (as of 2007). This rate may be reduced to 0% if the recipient
is a parent company established in a European Union member state or qualifies for benefits under The
Netherlands income tax treaty network.
Net Operating Losses

Net operating losses can be carried back for three years. Losses may be carried forward for an unlimited
period of time.
A Netherlands intermediate company can credit a portion of the foreign dividend withholding tax.
Following certain conditions, this amount is based upon the dividends received and then applied to
offset Netherlands withholding tax on dividend distributions. Generally, the credit is 3% of the gross
amount of qualifying dividends received. If a Netherlands company does not pass through the full
amount of dividends received, the credit is limited to 3% of the actual dividend distribution made by a
Netherlands company.
Value Added Tax (VAT)

Value-added tax is imposed on delivered goods and services rendered in The Netherlands at an overall
rate of 19%. Certain classes of goods and services benefit from reducedrate, or, an exemption from
VAT.
Thin Capitalization in The Netherlands

The well-known Bosal case ruling from the European Court of Justice resulted in interest expenses
related to foreign subsidiaries being tax deductible in The Netherlands. This resulted in an attractive
planning possibility.
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To deduct the interest in The Netherlands, the assets of a Netherlands company must be financed with
at least 25% equity (debt to equity ratio of 3:1). All costs in a specific financial year are deductible from
the taxable income of that same specific year. Carrying taxes forward and backward is permitted only
against costs associated with the source of taxable income. Deductions of costs are permitted only to
the extent that the assets are financed with 25% equity. Assets which are financed with a greater debt
ratio are proportionally denied deduction.
Thin capitalization rules apply only to costs associated with related or deemed related party
transactions.
Costs to Enter The Netherlands Market

The Netherlands has abolished capital tax on capital contributions in Netherlands companies.
Controlled Foreign Corporation (CFC) Rules

The Netherlands has no formal CFC legislation.
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The Netherlands Tax Treaty Network

The dividend withholding tax rate for treaty countries varies from 0 20%. Dividends to non-treaty
countries are taxed at 15% (rate applicable as of 2007). The withholding tax rate for interest and
royalties is always 0% for both treaty and non-treaty countries.
Deductions from Taxable Income

Under Netherlands law, all business expenses are deductible from taxable income. Taxes levied on
income are not deductible, but there are regulations that make categories of profit participations or
profit-related payments deductible for income tax purposes.
For example:
Participation in the profit paid to Managing Directors and other personnel in return for services
rendered to the company
Payments to creditors who are entitled to part of the profits, with the exception of payments made
to creditors in their capacity as a Founder of the company, Shareholder, Member or Participant
The arms length principle (i.e., that transactions between unrelated parties reflect real market
values) and transfer pricing adds the generation of profits between two related parties to the realm of
regulated business activities. In The Netherlands, payments or benefits provided directly or indirectly to
a shareholder or an otherwise related party can be considered a hidden distribution of profit and denied
deductibility.
For liquidation or other termination of the taxability of the taxpayer, the taxpayer must transfer assets
at fair market value. The capital gains will be taxed.
Taxable profits can be offset against losses from the three prior financial years (i.e., carry-back). Losses
may be carried forward indefinitely. They are offset in the order in which they were made. Where there
is an (almost) complete end to all business, already made losses cannot be used to offset future profits
where 30% of the shares are transferred to new shareholders. The purpose of this rule is to prevent
trading in loss carry-overs and loss carry-backs to periods prior to the ending of activities.
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Entities in The Netherlands
The B.V., N.V., Stichting and C.V.

Of the several types of entities in The Netherlands, each has its own characteristics and specific
purposes. There are four main types of entities. Three are legal entities (viz., the B.V., N.V. and Stichting
(foundation), and one is a contractual entity (viz., the limited partnership (C.V.))
The Netherlands Besloten Vennootschap (B.V.) and Naamloze Vennootschap (N.V.)

These two legal entities share most of their characteristics but the most widely used entity by foreign
investors is the B.V.
The B.V.s characteristics include:
The capital of the B.V. is divided into shares; the liability of the shareholders is limited to the share
capital.
Minimum issued (and paid) share capital is Euro 18,000.
All shares are registered and are not evidenced by share certificates. As shares are registered in the
shareholders names the shares cannot be listed on stock exchanges.
Shares are not freely transferable. The transfer and issuance of registered B.V. shares has to be
effected by execution of a notarial deed.
Unless having only a single shareholder, no shareholder information will be registered in any public
document or at any Netherlands public institution.
Four differences between the B.V. and the N.V. include:
A N.V. can issue bearer shares.
Minimum N.V. capital is EUR 45,000.
Shares of a N.V. are freely transferable.
Shares of a N.V. can be listed on a stock exchange.
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The following items apply to BOTH the B.V. and the N.V:
Incorporation
The following is required:
Compliance with Amicorps Know Your Client Policy1; and
A full statement in writing regarding the business, affairs, objects and (future) actions or
transactions of the ultimate beneficial owner(s). There must be sufficient details of the proposed
business activity of the company; and
A name for the company. This name should not be too generic in nature and must begin or end
with Besloten Vennootschap or B.V. or Naamloos Vennootschap or N.V. Various alternatives
should be submitted.
The Deed of Incorporation

These entities are incorporated by the execution of a Notarial Deed of Incorporation (akte van
oprichting) which contains the Articles of Association (statuten).
The Notarial Deed of Incorporation is subject to the prior approval (Statement of No Objection) of the
Ministry of Justice. Furthermore, a bank statement demonstrating the paid in capital on shares (if in
kind), or an auditors statement (if in kind) must be provided at the time of incorporation.
Time Frame
The incorporation of entities can take as little as 48 hours but will take more time in practice as The
Netherlands Ministry of Justice must issue a declaration of no-objection. The Ministry is required to
obtain details about the beneficial owners and management of the entity.
Shelf Companies
The incorporation of a new company can be delayed if the required information is not readily available.
Delays can also result from additional requests for information from the Ministry of Justice. As a solution,
a shelf company2 can be purchased to eliminate delays. The transfer of shares of a (shelf) company is
also executed by Notarial Deed, a copy of which is presented to The Netherlands tax authorities.
1 This includes a current, clear and legible copy of the ultimate beneficial owner(s) passport; a letter of reference from reputable bank, law or tax firm
with which the ultimate beneficial owner(s) have had a relationship for at least 6 months; a utility bill to prove residence; a Declaration of Source of
Wealth and complete contact details of the ultimate beneficial owner(s).
2 Incorporated dormant companies immediately available to clients.
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The Netherlands Stichting or Foundation

The Netherlands is a civil law jurisdiction and as such the Anglo-Saxon concept of the Trust does not
exist within its legal framework. However, the separation of legal and economic rights available with a
trust can be accomplished with a special type of foundation called, Stichting Administratie Kantoor
(STAK)3.
A foundation is a legal entity incorporated by notarial deed and is registered with the Commercial
Register. A foundation has only one administrative body, the Board of Directors, and has no shareholders.
A foundation is not required to prepare financial statements. It has no share capital; it is usually
capitalized through contributions or donations. The investor may experience negative tax effects from
making donations to the foundation. Alternatively, the investor may lend assets to the foundation.
The traditional use of a foundation is for cultural, social and charitable purposes and for the distribution
of monies to non-related parties. Most foundations are not allowed to make distributions to their
Founders. A less traditional use of this vehicle is for private wealth and estate planning. The vehicle
is tax transparent and accommodates investors wishing to divest themselves of certain assets, while
maintaining some degree of control over their use.
The Netherlands Commanditaire Vennootschap (C.V.)

The Netherlands contractual entity is a limited partnership known as a C.V. To establish a C.V., a partnership
agreement is signed between two or more partners. At least one must be a Limited Partner and one a
General Partner. The Netherlands C.V. is not considered a corporate entity and General Partners hold
unlimited liability. This unlimited liability may change in the future as new draft legislation governing
limited liability partnerships is pending. Please contact Amicorp Netherlands for further information
on this.
General Partners are entitled to share profits. Generally, profits are shared based upon the capital interest
percentage of a Partner. However, the share of profit can be done without regard to the percentage of
ownership, if so provided for in the partnership agreement.
3 See, supra, Structuring through The Netherlands Stichting or Foundation
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Pursuant to Netherlands law, all contributed capital can be aggregated and divided into participations
of a specific nominal value, the transferability of which is subject to certain (strict) conditions and the
approval of all Partners. The transferability limitations ensure the closed character of the C.V.
A C.V. can open bank accounts in its own name (for income collection and other business operations).
To maintain the limited nature of the Limited Partners liability they must refrain from engaging in the
active management of the C.V.
Where there are two or more General Partners, Netherlands corporate law provides that the creditors
of the partnership must prefer the C.V.s capital over the respective Partners private capital. The C.V.s
capital is considered separate in this regard.
Under proposed legislation, the C.V. would be considered a legal entity instead of merely a contractual
entity. Please contact Amicorp Netherlands for further information on this.
C.V. Tax Aspects

As a closed C.V. this entity is considered tax transparent in The Netherlands. A closed C.V. is not
taxable in The Netherlands provided it has no activity in The Netherlands. Its profits can be reinvested
immediately without corporate income taxation or withholding taxation on any distributions. No capital
tax is due on gains earned by a C.V. The taxation of income is left to occur at the level of the partners.
In the event of the death of a foreign Limited Partner (an individual), Netherlands inheritance taxes do
not apply. Where there is only one Limited Partner, the partnership agreement determines the transfer of
the C.V.s shares to the new Limited Partner(s) or even its dissolution and distribution of assets.
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Structuring through The Netherlands
The Netherlands plays a long standing key role in international tax planning. Using its large, sophisticated
tax treaty network and favourable tax regime, The Netherlands offers a wide range of facilities which
allow non-resident corporate and individual clients a wide range of tax advantages.
The most important international tax planning structures employing The Netherlands include:
Holding structures
Finance structures
Royalty structures
Real estate structures
Interest cost reduction structures
The Amicorp Groups Netherlands office also provides services to assist with the exploitation of
intellectual property and facilitation of loans and similar debt instruments. Two types of fund structures
are offered: The Netherlands Resident Investment Fund and The Netherlands Non-Resident Closed
Investment Fund.
Holding Structures
A typical non-Netherlands investor holds the shares of a Netherlands holding company which itself
holds shares of subsidiary companies located in either The Netherlands or abroad. Provided certain
requirements are met, dividend income, capital gains from shares (and certain option contracts) and
forms of profit participating interests received from, or in connection with, these participations can
benefit from a full corporate income tax exemption under The Netherlands participation exemption.
In general:
The Netherlands large tax treaty network reduces withholding tax rates on dividends paid to a
Netherlands holding company.
For qualifying investments within the EU, dividend withholding tax is reduced to zero.
Netherlands corporate income tax due on dividends received and capital gains realized can be
reduced to zero (participation exemption) under certain conditions.
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Based on the Tax Reform 2007, the participation exemption for dividends and capital gains received from
subsidiaries always applies provided a Netherlands resident corporate entity holds at least 5% of the
issued share capital in a (foreign) subsidiary, unless the subsidiary has mainly passive investment income
and is not subject to a profit tax of at least 10%. For participations of less than 5% The Netherlands
participation exemption is no longer available.
The top corporate income tax rate was reduced from 29.6% to 25.5% in 2007. For taxable income up
to Euro 25,000 the rate is 20% and for taxable income between Euro 25,000 and Euro 60,000 the rate
is 23.5%.
The rate of dividend withholding tax in The Netherlands was reduced from 25% to 15% in 2007.
EU Exit: The Netherlands and The Netherlands Antilles (The Dutch Sandwich)
Netherlands Antilles entities can benefit from the Tax Arrangement for the Kingdom (TAK) it has with
The Netherlands which has the same effect as a tax treaty. Under the TAK, a Netherlands Antilles NV can
obtain a reduction of Netherlands withholding tax from 25% to 8.3%. This benefit made the structure
historically the most widely used exit route from Europe (The Dutch Sandwich).
Dividends paid by a Netherlands company to a Netherlands Antilles company holding at least 25%
of the shares of a Netherlands company become subject to a Netherlands dividend withholding tax
of 8.3%4. Nevertheless, this withholding taxation can still be reduced further through the use of a
Netherlands Antilles finance company.
Amicorps Netherlands Antilles brochure is available upon request.
Dividends and capital gains paid from qualifying Netherlands subsidiaries to a Netherlands Antilles
shareholder are provided a 100% income tax exemption under the TAK. As result of the amendments to
the participation exemption in 2006, similar income from other jurisdictions is 100% exempt.
4 Proposed legislation would reduce this rate to 5% for certain qualifying entities.
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The Netherlands-Netherlands Antilles structure can be illustrated as follows:
Investors
Corporate Withholding
Tax
Tax
0%
Netherlands Antilles
NV company
0%
8.3%
Netherlands BV Company
Operating Company
Operating Company
0%
Operating Company
Alternative EU Exit 1: The Netherlands and Cyprus

Dividends distributed by a Netherlands company to a Cyprus company are exempt from Netherlands
dividend withholding tax, Cyprus corporate income tax and the local Cypriot contribution to the
defence tax. There is no dividend withholding tax in Cyprus.
Other highlights of the Cyprus tax regime include:
Full participation exemption for dividend income received by resident companies from subsidiary
companies.5
No withholding tax on the distribution of profits (i.e., dividends, interest and royalties)6 irrespective
of the country of residence of the recipient or the existence of a double tax treaty.
Full exemption from capital gains tax and income tax on the disposal of the shares of a
subsidiary.
No capital gains or income tax on the disposal of the shares of a Cyprus holding company .
No net worth taxes for a Cyprus company.7
Access to EU Directives including the Parent/Subsidiary Directive which provides for tax exempt
receipts (and distributions) of dividends between EU countries.
5 A company centrally controlled and managed in Cyprus.

6 Royalties are exempt provided that the intellectual property rights are not used in Cyprus
7 This does not apply to gains arising from the transfer of Cypriot real estate and shares in non-listed companies that hold Cypriot real estate.
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The Cyprus company must hold a minimum of 1% of the shares in the subsidiary company. There is no
substance requirement, minimum holding period or CFC rule.
The Cyprus corporate income tax rate is currently 10%.
Capital gains received by a Cyprus company from the sale of a Netherlands company are tax exempt
in Cyprus. However, Netherlands law provides for the taxation of the capital gains realized by a Cyprus
company from the sale of a Netherlands company. As such, advance dividend and liquidation distribution
planning is important to avoid such taxation in The Netherlands. Amicorp can assist in such planning.
This Netherlands-Cyprus structure can be illustrated as follows:
Investors
Tax
Tax
0%
Cyprus Ltd. Company
0%
8.3%
Operating Company
Operating Company
0%
Operating Company
Alternative EU Exit 2: The Netherlands and Singapore

Dividends distributed by a Netherlands company to a Singapore company are exempt from Netherlands
dividend withholding tax based on the Avoidance of Double Taxation Agreement between Singapore and
The Netherlands. Singapore has, through legislation published on 31 May, 2006, broadened its corporate
tax exemption for certain foreign sourced income received in Singapore to include foreign sourced
dividends received through, for example, a Netherlands company.
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To obtain the tax exemption, certain conditions must be met such as the partial taxation of the foreign
sourced income on a lower level of the structure at a minimum rate of 15%. The entire distribution
from The Netherlands need not be taxed; only a small nominal portion. This can be, for example, a
taxable management service fee from group companies or the holding company can maintain local
bank deposits on which it receives taxable interest. Outbound dividend payments from Singapore are
not subject to withholding taxes.
This Netherlands-Singapore structure can be illustrated as follows:
Investors
Tax
Tax
0%
Singapore
Pte. Ltd. Company
0%
0%
Operating Company
Operating Company
0%
Operating Company
Stichting or Foundation
The foundation can serve as an attractive vehicle for a variety of (private) investment purposes8.
Examples include:
1. The foundation can be the legal owner of shares (or other assets) in a Netherlands or nonNetherlands company and exercise all rights and powers attached to such shares on behalf of the
beneficial owners, subject to Trust conditions, being a fiduciary agreement with the Principals.
2. The foundation can be the Trustee for multiple holders of bonds secured by mortgages, pledges
or other security interests. By having the authority to act for the whole group, several legal and
administrative procedures can be avoided.
8 Proposed legislation would reduce this rate to 5% for certain qualifying entities.
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3. The foundation can act on behalf of investors who have transferred real estate to the foundation.
4. The foundation can act on behalf of a group of investors having transferred title to copyrights and
other industrial and intellectual property to the foundation. The foundation will exercise the rights
on behalf of the interested parties, collecting royalties and defending such rights, as necessary.
Certification of Shares
For the puspose of holding participations in a Netherlands or a non-Netherlands company via a
foundation, the shares of the underlying entity need to be transferred to a type of Netherlands
foundation called, Stichting Administratiekantoor (STAK). As a result of the transfer, the foundation
holds all shareholder powers to the underlying company. The former (direct) shareholder receives
certificates issued on foundation shares. These certificates reflect a claim to the economic rights of
the foundation in the underlying shares. The rules governing such economic rights are provided for
under the administrative conditions (administratie voorwaarden) of the foundation. The administrative
conditions are drawn up in accordance with instructions from The Netherlands Ministry of Finance. A
basic STAK structure is illustrated below:
Stichting Administratie Kantoor (STAK)

Placed in a type of foundation called Stichting Administratie Kantoor (STAK), shares in companies
represent two values: an economic value (i.e., income) and a legal value (i.e., ownership/voting rights).
In certain situations, a shareholder may want to separate the economic from the legal value. The
shareholder would retain the economic and not the legal value (i.e., legal ownership) of a companys
shares, which remain with at the foundation.
The Netherlands participation exemption applies to dividends paid by the underlying company to the
foundation, provided the certificate holders would otherwise qualify if they held the participation shares
directly. Therefore, any taxation of these dividends will be based on the prevailing relationships between
the jurisdiction of the underlying company and the investors registered jurisdiction.
For Netherlands tax purposes, dividends distributed by a Netherlands company through a STAK are
considered to be received directly by the beneficial shareholders of the STAK, here, the economic right
certificate holders. The STAK is transparent for the purpose of Netherlands taxation.
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A basic STAK structure is illustrated below:
Investor
Amicorp Managed
Economic Ownership
as Depository Receipts
Legal Ownership
STAK
Dividends are
received under
prevailing tax treaty
Shares in Underlying
Company
Underlying Company
Foreign Assets
(i.e., Bank accounts)
Creditors of the Founder(s) of a foundation are not entitled to raise claims against assets held by the
foundation. In addition, foundation property falls outside the bankruptcy estate of the Founder and does
not form part of any matrimonial regime or estate.
The Principals identity need not be made public under Netherlands law.
Estate Planning with a Foundation

The use of a Netherlands foundation is widely recognized for estate planning purposes. An estate which
has been transferred to a foundation will not be divided among the heirs upon the decease of the Founder.
Although the Founder may hold the economic rights, the legal rights remain with the Foundation. For
example, an art collection, real estate and investment portfolios remain intact. The Founder can ensure
the continuity of the estate by appointing a trustee as a board member in the foundation or a successor
member upon the Founders decease. Economic rights likewise can be transferred accordingly.
For the purpose of this structure, a foundation/STAK has no shareholders. The legal chain of ownership
ends with the foundation /STAK. However, the economic chain continues.
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Taxation of a STAK
The income of a foundation is not subject to Netherlands corporate income tax unless the foundation
is engaged in an active business. In the model example above, a STAK does not retain any income and
is not taxed. Summarized points include:
1. The incorporator (i.e. Founder) has full control over the assets during lifetime.
2. Automatic distribution of assets upon decease or pursuant to the predetermined wishes of the
deceased without probate proceedings.
3. Ensured discretion/ confidentiality.
4. Defended taxation.
No capital gain tax is levied upon a STAK, however if accumulated gains or income are held in a
Netherlands bank account, the STAK becomes liable to taxation on the interest earnings. Such taxation
on interest income may be prevented by placing the gains/income of the STAK in a foreign (non
Netherlands) bank account. A limited number of foreign revenue administrations do not recognize the
foundation as a tax transparent vehicle. Additional planning is required for such jurisdictions.
The Netherlands Cooperative

The Netherlands Cooperative (Coperatief) provides a new opportunity for investors to retrieve foreign
sourced dividends and capital gains. The Netherlands Cooperative, though not tax transparent, receives
a full participation exemption in The Netherlands and access to all Netherlands double taxation treaties.
The Cooperative can provide ability to return income without further income or withholding taxes.
A Netherlands Cooperative is founded by notarial deed and must have at least two members at the time
of incorporation. Members can be both legal and natural persons. The corporate seat must be located
in The Netherlands, though the actual business activities may be conducted elsewhere. Membership is
transferable when provided for in the Articles of Association.
Members may provide funds in the form of loans or capital, though this is not required. Contributions in
kind made by a member do not need an auditor statement regarding the value of the provided assets.
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Members are, in principle, not liable during the existence of the Cooperative. The profits resulting
from the activities of the Cooperative may be added to the capital reserve account, or be distributed
to its members directly. Annual accounts must be prepared depending on the size of the entity with
only limited reporting obligations with a net asset value up to Euro 14.6 million or turnover up to Euro
29.2 million.
A structure with a Cooperative can provide for income retrieval without the further taxation (i.e., income
or withholding) often accompanying other structures when making dividend distributions to foreign
investors located in tax havens (or non-treaty jurisdictions). Dividends received by the Cooperative in
The Netherlands enjoy a full participation exemption and as such, are not subject to income tax (in
The Netherlands). Distributions from a Cooperative are not considered a distribution of dividends, so
no withholding tax is levied. For the purpose of Netherlands taxation, such distributions are qualified
as distributions on member shares. The Cooperative has no requirements to distribute the accumulated
income. Income can remain in the Cooperative; however interest earnings on the accumulated income
are subject to income tax in The Netherlands.
Example structure:
Income generated by a foreign production company is paid out as dividend to a holding company,
such as a Netherlands B.V. The B.V. receives the dividend without withholding tax or at a reduced rate
depending on the treaty between The Netherlands and the underlying jurisdiction. Likewise, the dividend
received by the B.V. receives a participation exemption in The Netherlands, exempting them from
Netherlands income taxation. The shares of The Netherlands B.V. are held by a Netherlands Cooperative
that subsequently receives distribution of the dividend from the B.V. The dividends received by the
Cooperative receive the protection of The Netherlands participation exemption preventing the levy of
income taxation on the dividends received. The Cooperative makes a distribution to its members (i.e., the
investors). This distribution is qualified as a payout of member shares and not a dividend. Therefore, the
distributions are not subject to dividend withholding tax in The Netherlands.
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The example cooperative structure is illustrated below:

Distribution of member shares
No Dividend
Withholding Tax
Foreign Member
e.g., the BVI
Foreign Member
Individual
NL Cooperative
Dividends
Holding Company or
Operating Company
Dividends
Operating Company
Dividends
Operating Company
Operating Company
This structure can be an especially beneficial distribution solution to investors with a current Netherlands
entity, or where other alternative distribution solutions (e.g., Cyprus) are unfavourable.
For details about structuring with the Cooperative, please contact the Amicorp Netherlands office.
Money Box Transactions

Certain investors reside in jurisdictions in which a direct distribution of foreign income (e.g., dividends,
capital gains) from a Netherlands Holding company creates a withholding tax expense.
The money box transaction allows investors to receive income from an underlying Netherlands company
without a withholding tax. In this transaction, the investor sells the shares of The Netherlands holding
company to a third party for the net asset value.
The procedure can be explained through the following example:
Page 26
1/30/2007 10:02:03 AM
A foreign investor residing in a tax haven jurisdiction (e.g., the BVI) holds a participation in a foreign entity
via a Netherlands holding company. When an investor wishes to divest himself from the participation, or
receive accumulated income from The Netherlands holding company, normally The Netherlands applies
a withholding tax on such distributions. This is often because there is no double taxation treaty or an
unfavourable withholding tax rate applies to the distributions made from The Netherlands to the foreign
investor.
The money box transaction permits the investor to accumulate all distributions in The Netherlands and
then to release the income through a sale of the shares to a third-party agent. The third-party agent
pays the investor based on the net asset value of the holding company. The investor receives the sales
price, minus a fee, following the third-partys subsequent sale of the assets.
Finance Structures
Intra-group financing can be accomplished through a Netherlands based group finance company that
borrows funds within a corporate group or the market, and re-lends to group companies. The benefits of
a Netherlands based group finance company include:
A reduction of interest withholding tax, generally to zero, under Netherlands double income tax
treaties and/or the EU Interest & Royalty Directive.
Interest paid to a companys creditors is fully tax deductible from interest income.
The Netherlands does not levy withholding tax on interest payments.
A Netherlands company must maintain an arms length margin on its financing activities. This
margin is usually relatively low. The margin profits are taxed as ordinary corporate income
(20%-25.5%).
The finance company should be capitalized with (at least) 1% of the average amount of the loans
granted.
Optionally, a group finance company can apply for a special tax rate for income derived from group
loans. This regime is called Group Interest Box and provides that the taxable spread of interest paid
and interest received in connection with loans granted to and from related companies (>50% capital
participation) to be subject to an effective corporate tax rate of 5%.
Page 27
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Royalty Structures
A cross-border flow of royalties can be structured through a Netherlands company. The Netherlands
company takes a license for property rights, such as patents, trademarks or movie rights from a licensor
(or owner) and sub-licenses these rights to other (often lower tier) companies. The tax benefits may
include:
Royalties paid to a Netherlands company are taxed at reduced withholding rates, in most cases
between 0 and 5%.
Royalties paid can usually be deducted from royalties received. The remaining small profit spread is
taxed as regular corporate income (i.e., 20-25.5%) in The Netherlands.
No withholding tax is payable on royalties paid by a Netherlands company.
Example illustration of the Royalty Structure:
Investors
Owner of Intellectual
Property
Royalty Stream
Cyprus/Singapore Ltd.
Company
User of Intellectual Property
Netherlands Licensing
Company
As of January 2004, the EU Royalty & Interest Directive applies to most EU member states. This Directive
provides that interest and royalty payments are exempt from tax if they are paid by a company resident
in an EU member state or a permanent establishment of a qualifying EU-company in that member state,
to an associated qualifying EU company of another member state or to a permanent establishment of a
qualifying EU-company in that other member state. Certain conditions should be met to qualify.
Page 28
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Advanced Pricing Agreements

The Netherlands tax authorities can provide Advanced Pricing Agreements (APA) to qualify the arms
length margins relating to all inter-company transactions, including those of licensing (royalty) and
finance companies.
Although an APA is not required to implement inter-company transactions, in certain cases investors
may prefer to have their structure approved by the tax authorities in advance to avoid future tax
inquiries.
To obtain an APA, the arms length principle must be applied and specific documentation presented to the
tax authorities. Detailed information about the planned inter-company transaction(s) is usually required
to obtain an APA. However, in many cases a tax opinion by a Netherlands tax firm is sufficient.
These licensing and finance transactions can be structured in an alternative manner that is not classified
as an inter-company transaction. Such transactions do not require arms length pricing margins or need
an APA. Additional efficiencies can result from such structuring. Please contact the Amicorp Group for
more information about such structuring.
Outsourcing Royalty and Finance Activities

Outsourcing royalty and licensing activities to the Amicorp Group in The Netherlands is an effective
and efficient means of international income structuring. The use of an Amicorp Group entity as an
intermediate agent can provide a substantial decrease in structuring costs and an increase in net income
returns. Additional information is available upon request.
Real Estate Structures

Foreign real estate can be held in a tax efficient manner through a Netherlands B.V. Two structures can
serve this purpose:
Alternative One
Real estate can be held by a non-Netherlands subsidiary which is then held by twin Netherlands
companies in succession. A Netherlands real estate structure is often set up with a twin (parent/
Page 29
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subsidiary) company where a non-Netherlands subsidiary holds and manages the actual real estate.
The applicability of The Netherlands participation exemption in combination with reduced treaty rates
can provide dividends and capital gains a tax free (or a reduced tax rate) distribution exit.
The advantages of this structure include:
Elimination or a reduction of withholding taxes on dividends paid by the non-Netherlands subsidiary

to The Netherlands subsidiary.
No withholding taxes on dividends paid by The Netherlands subsidiary to its parent company.
No taxation on capital gains in the event of sale of the shares in the underlying Netherlands
subsidiary due to the application of The Netherlands participation exemption.
The Netherlands Twin BV Real Estate Structure can be illustrated as follows:

Tax
Tax
Investors
0%
Cyprus / Singapore
Ltd. Company
0%
0%
0%
Buyer of Shares of B.V.

Company 2
0%
0%
Foreign Real Estate

Company
Alternative Two : For Passive Real Estate Holding

Where the real estate in a non-Netherlands subsidiary is in a country with a profit tax rate of less
than 10% and the subsidiarys income exists mainly of passive investment income, The Netherlands
participation exemption will not apply if the real estate is held (directly or indirectly) as a portfolio
investment.
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This structure causes the income to be classified as non-portfolio income and accordingly, The
Netherlands participation exemption applies. This structure offers the benefits of a tax exemption on
interest received and the tax-free (or at reduced rates) distribution of dividends and capital gains.
The exemption from corporate income tax on interest received in The Netherlands can be employed
through a financing instrument that qualifies for the participation exemption.
This alternative real estate structure provides the following benefits:
Tax free receipt of interest in a Netherlands subsidiary.
Interest paid can be deducted from foreign taxable income received from foreign real estate.
Tax free (or at a greatly reduced rate) distribution of capital gains and dividends.
Ability to structure passive investments in real estate through The Netherlands and prevent the
application of the strict provisions of the participation exemption.
Page 31
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Pre-financing / Interest Cost Reduction Structures

The most straightforward form of trade finance is credit granted by banks and secured by the transfer of
receivables and variations to this principle called, factoring. Credit is granted based upon a determined
percentage of the value of eligible invoices issued by the company. The acceptable percentage usually
depends on the credit rating of the debtor(s). Banks charge interest on the amounts drawn under the
credit and add a factoring fee.
If the interest rates in the home country of the trading company are higher than those in The Netherlands,
interposing a Netherlands re-invoicing company can reduce finance costs on the group level.
Example:
A foreign trade (production or similar) company (TradeCo) establishes a company in The Netherlands
(NLCo). TradeCo sells and transfers the title to the goods to NLCo. NLCo then sells and transfers the
title to the goods to the final customers. Consequently, TradeCo invoices NLCo and NLCo invoices the
final customers.
NLCo can obtain financing (credit) from a Netherlands bank or financial institution (FinCo) with the
receivables pledged to FinCo as collateral. NLCo uses the funds acquired to settle invoices received from
TradeCo immediately. Thus, TradeCo pays less interest on loans from its home country. NLCo repays
FinCo upon the settlement of the invoices with its customers. The balance is used to repay outstanding
accounts on invoices issued by TradeCo to NLCo. In practice, debtors pay into a bank account that is
in the name of FinCo, on behalf of NLCo. The payments from debtors, withdrawals by NLCo and new
receivables pledged to FinCo, lead to a current account facility with a floating daily limit. This bank
account is monitored by NLCo and accessible by TradeCo staff, if requested. Costs incurred by NLCo
including a profit margin are charged to TradeCo. These are charged on an invoice basis or integrated
into a (fixed) margin in the flow of funds.
The goods in trade need not pass through The Netherlands. They can be distributed directly from TradeCo
to the final customers. In general, FinCo can provide financing for between 70% and 80% of the amount
invoiced to the creditworthy in Western Europe.
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Invoices to customers normally provide a payment term. As the creditor of the customers, NLCo bears
debt risk. These risks may be minimized through a payment guarantee from its parent company or third
party credit insurance. Beyond the provision of financing NLCo, FinCo can share credit risk borne by
NLCo through non-recourse factoring. FinCo earns a fee for sharing the risks.
The described benefits are reduced by the costs of the interposition of NLCo, the factoring fee and any
fees for insuring against credit risks. The costs for interposing NLCo include establishment costs for the
legal entity, maintenance costs (i.e., management, accounting and tax compliance) and local taxation
on the retained profit margin. Profits on the activities described are often calculated on a percentage
of the local costs. The cost base level is associated with the negotiations with the tax authorities.
Advance rulings (Advance Pricing Agreements or APA) can be obtained from The Netherlands authorities
to determine an acceptable profit margin level.
Advanced Pricing Agreements and Factoring Structures

An Advanced Pricing Agreement (APA) is an agreement from the tax authorities approving an arms
length price or method of profit calculation with respect to controlled transactions between:
(i) Group (i.e., related) entities; and
(ii) an entity and its foreign permanent establishments.
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To obtain a tax ruling, companies must meet certain substance requirements. The most important
substance requirements include:
At least 50% of the Managing Directors of the company are resident in The Netherlands.
The Managing Directors residing in The Netherlands have the professional skills required for the
operation of the business.
Important management decisions must be taken in The Netherlands.
Bookkeeping must be done in The Netherlands.
The company must be located in The Netherlands.
The company must take real commercial risks (e.g., bad debtors, currency exchange).
If the company has finance activities, it must carry actual financial risks.
Obtaining an APA depends upon the facts and circumstances of each particular case. There is no
requirement to obtain such an agreement with the tax authorities. However, based on Netherlands
corporate income tax regulations, NLCo is required to keep appropriate transfer pricing documentation.
In this respect, a transfer pricing report from a reputable tax counsel on the functions performed and
the risks borne by NLCo should provide sufficient comfort.
This structure is presently only available for business conducted with Western European clients due to
requirements imposed on finance companies, and due to the complexity of the collection of collateral
outside Western Europe.
The Netherlands Closed Investment Fund (Besloten Fonds voor Gemene

Rekening)
Private or corporate investors may wish to hold part of their assets through a vehicle outside their
home jurisdiction for a number of reasons, such as, tax deferral, estate planning, or asset protection.
One of the main considerations in choosing a vehicle for these purposes is often the tax treatment in
the foreign jurisdiction. Other considerations often include the costs of setting up and maintaining the
structure, the level of professionalism and confidentiality in the foreign jurisdiction and flexibility, for
instance to transfer to another jurisdiction, or to admit or substitute investors.
A Netherlands Closed Investment Fund or Besloten Fonds voor Gemene Rekening can be used by private
investors and corporations in a situation where a limited number of investors will participate and when it
is important that admissions of new investors and redemption may take place on a regular basis.
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If properly structured, the Fund will be transparent for tax purposes in The Netherlands, which means
that corporate income tax is not levied at the level of the Fund, but potentially, at the level of the
(foreign) participants (depending on their location). As a consequence, no corporate income tax will be
due in The Netherlands on any income the Fund receives.
To be transparent, for Netherlands corporate income tax purposes, the Fund must be set up as a contractual
(as opposed to corporate) entity. In the typical structure, the Fund has an Investment Manager, for which
a special purpose vehicle is used which is not subject to tax, does not trigger the applicability of securities
regulations and is established in a non-blacklisted country. The investment decisions in the Fund are
either taken by the Investment Manager itself, or by third parties with whom the Investment Manager
enters into an investment management agreement. The Manager usually appoints an Administrator who
will be responsible for the communication with the Participants, the maintaining of the Funds records,
the general administration, the handling and processing of the subscriptions and redemptions and the
calculation of the net asset value.
The Deed of Incorporation of the Fund is provided by a Netherlands notary public. Other Fund documents,
such as the Terms and Conditions, Subscription Agreement, the Model Resolutions for admission or
substitution of participants and the Certificates of Participation, will be provided by Amicorp. To prepare
the Funds documents, clients are requested to complete a detailed Fund Questionnaire.
The basic fund structure is illustrated as follows:
Investment Manager
Investor
Corporate Tax
Netherlands closed
Investment Fund
0%
Administrator
Real Estate, Participations,
Financial Markets, etc.
Page 35
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For non-Netherlands residents, the Fund may be set up as a non-licensed entity. To prevent the Fund from
being required to obtain a license (from The Netherlands Central Bank), the Investment Manager and
Administrator should not be incorporated or residing in The Netherlands, and marketing or advertising
activities should not take place in, or be directed to, The Netherlands. By carefully choosing the entities
involved in the structure, the securities laws of other jurisdictions should not be applicable. Non-licensed
funds do not fall within the scope of The Netherlands securities regulations and therefore do not have to
follow the provisions of The Netherlands Investment Institutions Supervisions Act. There is exceptional
flexibility in structuring the Fund. In addition, since the Fund is not regulated by Netherlands security
regulations, there are no Netherlands publication requirements, and the Fund will not be registered in
the Trade Register of The Netherlands Chamber of Commerce.
The main document governing the Fund is the document of Terms and Conditions. This is signed by the
Investment Manager of the Fund and, if desired, other parties involved in the Fund. When subscribing
for units in the Fund, the investors accept the Terms and Conditions. The Investment Manager provides
an Information Memorandum to potential investors in which various aspects of the Fund are set out and
on which potential investors will decide whether or not to participate.
Umbrella Fund
In certain situations, it is advantageous to establish an Umbrella Fund. This is a single parent fund
encompassing multiple sub-funds. An Umbrella Fund is desirable for example when pooling funds leads
to cost reductions, or where it is important under local law that the participant not owns more than a
certain percentage of interest in the Fund or a family fund where family members want a different (more
aggressive) investment policy than other family members. An Umbrella Fund has one set of Information
Memorandum and document of Terms and Conditions. There can be separate sub-fund conditions for
each sub-fund (setting forth investment policy and other sub-fund specific issues).
Dutch Resident Investment Fund (DRIF)

The regulated Dutch Resident Investment Fund (DRIF) has been introduced for 2007 (anticipated) and
the enforcement of this legislation is expected to be in 2007. Goal of these new Fund rules is to reinforce
competitiveness of The Netherlands within international financial markets.
Page 36
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Main features of the DRIF include:
Operation as resident Netherlands fund.
Not subject to corporate income tax in The Netherlands.
No Netherlands dividend withholding tax when the DRIF pays dividends to (foreign) investors.
No conditions as to residency, legal form investors or participants.
No limitation to amount of participation in the Fund by an investor.
No prescribed debt-equity ratio.
No obligation for the DRIF to annually distribute profits.
January, 2007
Page 37
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Brochure - Terms of Use
Disclaimer
This brochure and its contents are provided as is and Amicorp makes no representation or warranty of
any kind with respect to this brochure or its contents. Amicorp expressly disclaims all representations
and warranties, whether express or implied, including, but not limited to, warranties of merchantability,
fitness for a particular purpose, and non-infringement. In addition, Amicorp does not represent or
warrant that this brochure or its contents is timely, accurate or complete.
Purpose; No Service Provider-Client Relationship

The content of this brochure is provided solely for informational purposes: it is not intended as and does
not constitute legal or tax advice. No client or other reader should act or refrain from acting on the
basis of any information contained herein without seeking appropriate legal, tax, accounting or other
professional advice on the particular facts and circumstances at issue. The use of any contents provided
in this brochure and the provision or submission of any information will not create a service providerclient relationship between you and Amicorp.
Limitation of Liability
Amicorp Group of Companies and its shareholders, Directors, Officers, employees, agents or representatives
(herein collectively, Amicorp) are not liable for direct, indirect, consequential, incidental, special,
punitive or other damages or costs, including without limitation, lost profits or data, loss of goodwill,
loss of or damage to property, or claims of third parties, arising out of or in connection with the use,
copying, or display of this brochure or its contents, regardless of whether Amicorp has been advised of
the possibility thereof.
Copyright & Reproduction

The content of this brochure, including the design, text, graphics, and the selection and arrangement
thereof, is the property of Amicorp Holding Limited. This brochure is copyrighted by Amicorp Holding
Limited (2004 Amicorp. All rights reserved.). Reproduction of part or all of the contents in any form of
this brochure is prohibited other than for individual use only and may not be recopied and shared with a
third party. The permission to recopy by an individual does not allow for incorporation of material or any
part of it in any work or publication, whether in hard copy, electronic, or any other form.
Page 38
1/30/2007 10:02:07 AM
1/30/2007 10:02:07 AM
Amicorp offices
EUROPE
THE AMERICAS
ASIA/PACIFIC
Amicorp Baltic UAB

Konstitucijos ave. 7
24th floor
LT-09308 Vilnius
Lithuania
Tel.: +370 5248 7532
Fax.: +370 5248 75350
Email: vilnius@amicorp.com
Amicorp Americas LLC, Agencia en Chile,

(Representative Office)
Augusto Legua Norte 100, Of. 712
Las Condes
Santiago, Chile
Tel.: +56 2 435 0700
Fax.: +56 2 435 0624
E-mail: santiago@amicorp.com
Amicorp (Cyprus) Ltd

1 Avlonos street
Maria House
Nicosia 1075
Cyprus
Tel.: +357 22 504 000
Fax.: +357 22 504 100
E-mail: cyprus@amicorp.com
Post address
PO Box 23293
Nicosia 1680
Cyprus
Amicorp Argentina
Email: argentina@amicorp.com
Amicorp Advisory Services Pvt. Ltd.

# 1907 - 19th Floor
World Trade Centre - Centre 1
Cuffe Parade
Mumbai 400 005
India
Tel.: +91 22 2216 6783
Fax.: +91 22 2216 6784
E-mail: mumbai@amicorp.com
Amicorp de Espaa, S.L.

Avenida Diagonal 431 Bis - 1st Floor
08036 Barcelona,
Spain
Tel.: +34 93 241 7563
Fax.: +34 93 241 7564
E-mail: barcelona@amicorp.com
Amicorp Luxembourg SA
47, Boulevard Royal
L-2449 Luxembourg
Grand Duchy of Luxembourg
Tel.: +352 26 27 43
Fax.: +352 26 27 43 50
E-mail: luxembourg@amicorp.com
Amicorp Netherlands B.V.
WTC Amsterdam, Tower C-11
Strawinskylaan 1143
1077 XX Amsterdam
The Netherlands
Tel.: +31 20 578 8388
Fax.: +31 20 578 8389
E-mail: netherlands@amicorp.com
Amicorp Switzerland AG
Zug Representative Office
Baarerstrasse 75
6300 Zug
Switzerland
Tel.: +41 41 712 1355
Fax.: +41 41 712 1356
Email: switzerland@amicorp.com
Amicorp Switzerland AG
Zollikerstrasse 164
CH-8008 Zurich
Switzerland
Tel.: +41 44 252 0880
Fax.: +41 44 252 0881
Email: switzerland@amicorp.com
Amicorp (UK) Limited
3rd Floor
5 Lloyds Avenue
London
EC3N 3AE
Tel.: +44 207 977 1250
Fax.: +44 207 977 1251
E-mail: london@amicorp.com
Amicorp Barbados
Coniston Bld, Bush Hill,
The Garrison, St. Michael.
Barbados, West Indies.BB14038
Tel.: +1 (246) 228 5363
Fax.: +1 (246) 228 5981
E-mail: barbados@amicorp.com
Amicorp do Brasil Ltda.
Rio de Janeiro Representative Office
Rua Lauro Mller 116
31 Andar, sala 3104
Edifcio Torre do Rio Sul
22290-160, Botafogo
Rio de Janeiro - RJ
Tel.: +55 21 2295 7525
Fax.: +55 21 2295 7948
E-mail: riodejaneiro@amicorp.com
Amicorp do Brasil Ltda.
Rua Helena 260
14 Andar-conj. 141, Villa Olimpia
04552-050 So Paulo SP
Brazil
Tel.: +55 11 3049 3454
Fax.: +55 11 3049 3455
E-mail: saopaulo@amicorp.com
Amicorp BVI Limited
2nd Floor Marcy Building
Purcell Estate
P.O. Box 2416, Road Town
Tortola
British Virgin Islands
Tel.: +1 284 494 2565
Fax.: +1 284 494 2552
E-mail: bvi@amicorp.com
Amicorp Curaao B.V.
Amicorp Building
Pareraweg 45
P.O. Box 4914, Curaao
Netherlands Antilles
Tel.: +599-9 434 3500
Fax.: +599-9 434 3533
E-mail: curacao@amicorp.com
Amicorp Mexico
Mexico Representative Office
Edificio Torre Esmeralda III
Blvd. Manuel vila Camacho
No. 32, Piso 4
Col. Lomas de Chapultepec
11000 Mxico, D.F.
Tel: +52 55 5202 5999
Fax: +52 55 5202 1004
E-mail: mexico@amicorp.com
Amicorp Services Ltd.
Miami Representative Office
Brickell Bay Office Tower
1001 Brickell Bay Drive
Suite 2310
Miami, Florida 33131
U.S.A.
Tel.: +1 305 416 4730
Fax.: +1 305 416 4738
E-mail: miami@amicorp.com
Amicorp Services Ltd.
New York Representative Office
641 Lexington Avenue
Suite 1504
New York, NY 10022
U.S.A.
Tel.: +1 212 752 3267
Fax.: +1 212 634 6305
E-mail: newyork@amicorp.com
Amicorp (Guangzhou) Consultants Ltd.

Suite 1807, Tower A, Center Plaza
No 161, Linhe Road West
Tianhe District
Guangzhou 510620
P.R. China
Tel.: +86 20 3825 1480
Fax.: +86 20 3825 1482
E-mail: guangzhou@amicorp.com
Amicorp Hong Kong Limited
Suites 1306-07
13th Floor, ING Tower
308 Des Voeux Road Central
Hong Kong
Tel.: +852 3105 9882
Fax.: +852 3105 9883
E-mail: hongkong@amicorp.com
Amicorp Management India
Private Ltd.
34, Andree Road
Shanthi Nagar
Bangalore 560 027
India
Tel.: +91 80 4126 4300
Fax.: +91 80 4126 4700
E-mail: bangalore@amicorp.com
Amicorp New Zealand Ltd.
Unit C3
17 Corinthian Drive
North Shore City 0752
Auckland
New Zealand
Tel.: +64 9 414 4614
Fax.: +64 9 414 4362
E-mail: newzealand@amicorp.com
Post address
PO Box 300125
North Shore City 0752
Auckland
New Zealand
Amicorp Singapore Pte. Ltd.
55 Market Street
#09-02
Singapore 048941
Tel.: +65 6532 2902
Fax.: +65 6534 1244
E-mail: singapore@amicorp.com
Amicorp Supporting Offices

bahamas@amicorp.com
cayman@amicorp.com
denmark@amicorp.com
ireland@amicorp.com
madeira@amicorp.com
Amicorp Group
Paseo de Gracia 103, 1
08008 Barcelona
Spain
Tel.: +34 93 208 2581
Fax.: +34 93 208 2582
E-mail:amicorp@amicorp.com

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Amicorp Group The Netherlands

Amicorp Group The Netherlands

Amicorp has a new address in The Netherlands:

A new solid EU-exit route exists through a Netherlands-Singapore structure.

Amicorp Group The Netherlands

The Amicorp Group

Amicorp Group The Netherlands

Amicorp Group The Netherlands

The Amicorp Group

Standard Corporate and Withholding Tax Rates

Entities in The Netherlands

Structuring through The Netherlands

Brochure - Terms of Use

Amicorp Group The Netherlands

Netherlands Tax Facts

Standard Corporate and Withholding Tax Rates

Net Operating Losses

Value Added Tax (VAT)

Thin Capitalization in The Netherlands

Amicorp Group The Netherlands

Costs to Enter The Netherlands Market

Controlled Foreign Corporation (CFC) Rules

Amicorp Group The Netherlands

The Netherlands Tax Treaty Network

Deductions from Taxable Income

Amicorp Group The Netherlands

Entities in The Netherlands

The B.V., N.V., Stichting and C.V.

The Netherlands Besloten Vennootschap (B.V.) and Naamloze Vennootschap (N.V.)

Minimum issued (and paid) share capital is Euro 18,000.

Four differences between the B.V. and the N.V. include:

A N.V. can issue bearer shares.

Minimum N.V. capital is EUR 45,000.

Shares of a N.V. are freely transferable.

Shares of a N.V. can be listed on a stock exchange.

Amicorp Group The Netherlands

Compliance with Amicorps Know Your Client Policy1; and

The Deed of Incorporation

Amicorp Group The Netherlands

The Netherlands Stichting or Foundation

The Netherlands Commanditaire Vennootschap (C.V.)

3 See, supra, Structuring through The Netherlands Stichting or Foundation

Amicorp Group The Netherlands

C.V. Tax Aspects

Amicorp Group The Netherlands

Structuring through The Netherlands

Real estate structures

Interest cost reduction structures

Amicorp Group The Netherlands

Amicorp Group The Netherlands

The Netherlands-Netherlands Antilles structure can be illustrated as follows:

Alternative EU Exit 1: The Netherlands and Cyprus

No net worth taxes for a Cyprus company.7

5 A company centrally controlled and managed in Cyprus.

Amicorp Group The Netherlands

Cyprus Ltd. Company

Alternative EU Exit 2: The Netherlands and Singapore

Amicorp Group The Netherlands

Amicorp Group The Netherlands

Stichting Administratie Kantoor (STAK)

Amicorp Group The Netherlands

A basic STAK structure is illustrated below:

Estate Planning with a Foundation