Last updated 30/06/2025
At Bolder Launch, company formation in the Netherlands is one of the many services we offer as part of our broader support for international businesses. Through our Incorporation Package, we help clients establish Dutch entities efficiently while staying on top of legal obligations and maintaining good standing. For clients seeking clarity on the Dutch tax implications of their setup or future activities, we can assist with obtaining a tax memorandum.
Please note that during the incorporation phase, our role is primarily facilitative. While we’re happy to share general insights or practical perspectives, any comments provided at this stage should be viewed as non-binding professional opinion rather than formal tax or legal advice.
Our in-house Tax & Consulting team can provide general professional advice. When more in-depth or tailored guidance is required, we can involve a licensed tax adviser from our trusted network. Bolder Launch collaborates with a wide range of Dutch professionals, allowing us to match your case with a specialist where needed. Depending on the complexity of your situation, we can coordinate with the appropriate expert to ensure you receive accurate, actionable guidance.
When Is a Tax Memorandum Needed? Key Scenarios Requiring Formal Advice
In certain situations, it is essential to obtain formal, written tax advice to ensure that your company — or you as a shareholder — can make well-informed decisions with clarity and confidence. A tax memorandum from a licensed Dutch tax adviser provides an in-depth, tailored analysis of your specific case, which is particularly valuable when navigating complex regulatory or cross-border issues.
Some common scenarios that may require a formal tax memorandum include:
- Branch vs. Subsidiary Assessment:
- Evaluating the tax implications of establishing a Dutch branch versus incorporating a separate private limited company (BV).
- Tax Residency & Substance Requirements:
- Determining whether your entity qualifies as a Dutch tax resident and meets the criteria to benefit from Dutch tax treaties, including minimum substance standards.
- VAT Analysis:
- Assessing applicable VAT schemes and rates for your business, including OSS/IOSS regimes and import/export deferrals under Article 23.
- Business Licensing:
- Verifying whether your specific business activity requires a license or permits under Dutch law.
- Incentives & Exemptions
- Understanding how your company can benefit from incentives such as the Innovation Box or tax-free structures like investment funds.
- Asset Depreciation Rules:
- Clarifying how tangible and intangible assets should be depreciated under Dutch tax law.
- Fiscal Unity Considerations:
- Assessing if your corporate structure qualifies for fiscal consolidation and the corresponding annual filing obligations.
- Transfer Pricing Strategy:
- Establishing arm’s length pricing and margin allocation accross group entities to comply with OECD guidelines and Dutch transfer pricing rules.
- Personal Liabilities:
- Evaluating potential personal exposure for directors or shareholders in events such as bankruptcy, legal claims, or personal guarantees.
Why Obtain a Tax Memorandum in the Netherlands? Key Advantages and Legal Certainty
In the Netherlands, a tax or legal memorandum is often the first step toward restructuring business activities, designing an efficient group structure, or clarifying the fiscal position of a company or shareholder. These written opinions, issued by licensed professionals, are critical when navigating complex or high-risk tax questions.
There are often hidden risks that may only surface after a review by the Dutch Tax Authorities. For instance:
– You may conclude your company is a Dutch tax resident, but the tax authorities in another jurisdiction might dispute this.
– You might apply a certain transfer pricing margin between group entities, only to later face challenges from Dutch or foreign tax authorities claiming your margins were not at arm’s length.
In such cases, not only could additional tax be due, but penalties may also apply — especially if the tax position taken is considered negligent or unsupported.
A professionally prepared tax memorandum offers several advantages:
- Legal Certainty:
- By obtaining a written, reasoned opinion from a qualified tax adviser, you reduce the risk of future disputes and protect your business decisions.
- Penalty Protection:
- If you rely on professional advice documented in a memorandum, you may be shielded from penalties even if the Dutch Tax Authorities later disagree with your position.
- Foundation for a Tax Ruling:
- A memorandum can serve as a precursor to applying for a formal tax ruling from the Dutch Tax Authorities, helping secure certainty from both the private and government sides.
- Informed Strategic Planning:
- Whether you are considering establishing a presence in the Netherlands or restructuring your business, the insights in a tax memorandum help you plan with clarity and confidence.
Conclusion
A Dutch tax memorandum can offer significant value, regardless of whether you choose the Netherlands as your base of operations or engage Bolder Launch for incorporation services. It provides clarity, risk mitigation, and a reliable basis for making well-informed decisions—particularly when navigating international structures or complex activities.
If you’d like to proceed, we can tailor the engagement to your timeline and needs. Typically, this begins with a written overview from your side—outlining anticipated transactions, structural changes, or key questions. Based on this input, we will match you with a trusted tax adviser from our Bolder network and arrange a tailored quotation for the full scope of the memorandum, following an introduction.
In many cases, we will also raise additional considerations that may not yet be on your radar. After reviewing the initial draft of the memorandum, if you’d like to explore further or require additional support with implementation, we can provide a separate quote or ongoing advisory support.
While a tax memorandum is not mandatory in every situation, it is strongly recommended for more complex structures. In some cases—such as fund formation or innovation-driven structures—it may be required before we proceed with incorporation. Should you choose to move forward without a memorandum, please ensure you receive proper tax and legal advice independently, as Bolder Launch cannot be held responsible for missed issues outside the standard incorporation scope.
Please contact us at launch@bolderlaunch.com / corporate@bolderlaunch.com or +31 76 230 0011 to learn more about how we can help expand your business in the Netherlands. We are more than happy to assist with guidance!
The publication has been prepared for general guidance on matters of interest only and does not constitute professional advice. You should not act upon the information contained in this publication without obtaining specific professional advice. No presentation or warranty (express or implied) is given as to the accuracy or completeness of the information contained in this publication, and, to the extent permitted by law, Bolder Business Services (Netherlands) B.V., its members, employees and agents do not accept or assume any liability, responsibility or duty of care for any consequences of you or anyone else acting or refraining to act in reliance on the information contained in this publication or for any decision based on it.
