Bolder Launch is a specialist focused on company formation in the Netherlands. We offer a convenient Incorporation Package, which allows you to incorporate a company quickly, keep track of your (legal) requirements, and make sure the company remains in Good Standing. One of the things we can help you with: applying for a tax memo in the Netherlands.
However, during the Incorporation discussions, our team takes no advisory role, due to our rather reactive position. Any input that is received during this phase should be considered generic input, or at best, our professional opinion on the described matter.
At all times during the Incorporation discussions, our Incorporation Team can involve experts in the discussion, who can help you with more concrete input, which can be considered independent advice.
Bolder Launch has legal, tax and economic experts in house, and works with dozens of professionals in the Netherlands who can focus on particular tax or legal considerations based on your situation. This is not our standard service, during our support in the Incorporation process.
Our Tax & Accounting team can provide you with professional advice, and Memo this in the form of a so-called tax memo in the Netherlands. This way, you have full clarity on the tax consequences of your situation.
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How does this work?
There are certain situations that require solid advice, in writing, in order to make sure that you are making the right decisions for your company (or yourself as an individual, like as shareholder).
For example:
- To determine the specific consequences of setting up a branch, rather than a separate Limited Company (as with the other subjects, these are discussed in general in our blogs)
- To determine if your company is tax resident in the Netherlands (and can apply tax treaties), and meets the local ‘substance requirements’
- To determine which specific VAT schemes and rules will be applicable for your situation: Consider which VAT rates might be applicable, or when VAT can be deferred in case of import and export
- To determine if a business license is required for your specific activity
- To check the tax consequences of specific activities, such as the start of a ‘tax-free’ investment fund, or the criteria for the ‘innovation box’ and other tax incentives
- To check how assets will be depreciated
- If your company structure requires fiscal consolidation (annual Memo requirements)
- How will you split the margins and divide them amongst Group entities (transfer pricing)
- To check personal liabilities in certain events (bankruptcy, personal guarantees, etc.)
The advantages of a Tax Memo in the Netherlands
In the Netherlands, A Tax or Legal Memorandum is typically the first step to the restructuring of activities or a corporate structure. There can be numerous matters that you might not have thought of, or that can create a tax liability in the future. For example, what if you have determined that your company is considered a tax resident in the Netherlands, but your local tax authorities don’t agree? What if you determined a ‘fair margin’ on intra-group transactions, but again, the tax authorities don’t agree. Not only can the tax authorities claim (more) taxes, but they might also be able to penalise you.
In case you have a solid Advisory Memo or Memorandum in place, you can get legal certainty on your situation. Apart from that, the tax authorities are not able to penalise you, in case they have a different view anyway.
The Tax Memorandum could also be the first step towards the application of a Tax Ruling from the tax authorities, to obtain legal certainty from the government’s side as well.
Moving Forward
As mentioned, a tax memo in the Netherlands can help you a great deal. Even if you don’t decide to choose the Netherlands, or for Bolder Launch’s incorporation services. The Memo will be very valuable in the decisions that your organisation needs to take.
If you are interested in our support, we can arrange a pricing structure that fits your milestones or requirements. For example, in the first step, you can draft an overview of questions that you might have, transactions that you expect or expected (corporate) changes that you like to do within your organisation. Based on your input, we can provide you with a fixed fee to cover all these matters in the Memo.
We will also highlight relevant questions and considerations that you might not have thought of or mentioned.
After the first draft of the Memo, you might have additional questions, or you might like to go into more detail concerning the execution and approach. Bolder Launch can provide a new quote or retainer for that second phase as well, if relevant. This way, it’s always fully clear to you what the consulting fees will look like.
In most situations, we don’t force our clients to obtain such a Memo. There are situations in which we absolutely require it, for example in the case of establishing a fund. If you like to proceed without a Memo, please make sure to get fully informed by professionals, because Bolder Launch will not be liable for any information that might not have been shared during the Incorporation process.
You can contact our Country Director, Yuliya Postma, to discuss your requirements for the Tax (Advisory) Memo.
