Short memo on changes to the Dutch regime on foreign entities with a substantial interest in a DutchCo and changes to the withholding of dividends on profit distributions by a Dutch cooperative to its members.

1. 2012 Dutch tax budget proposal
// Substantial interest regime foreign shareholders
// Members of Cooperative subject to dividend tax

2. 2012 Dutch tax budget proposal
// Index
• Dutch corporate income tax changes for foreign entities holding a
substantial interest in a Dutch company
• Dividend tax changes for members of a Dutch cooperative
• About Taxperience
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3. 2012 Tax budget proposal
// CIT changes for foreign substantial interest holders
• Current regime
Foreign entities holding at least 5% shares in a Dutch company (“substantial interest”)
may be subject to Dutch CIT (25%) in case of income (dividends, capital gains) derived
from such a substantial interest. Taxation occurs only if the substantial interest cannot
be allocated to the business (capital) of the foreign shareholder.
• Proposed regime
In addition to the current regime it is proposed that aforementioned taxation will only
occur if (one of) the primary aim(s) of the foreign shareholder would be avoiding the levy
of Dutch personal income tax or dividend withholding tax. This should emphasize the
anti-abuse character of the regime.
Furthermore, if only Dutch dividend withholding tax would be avoided, a 15% Dutch CIT
would be due for the substantial interest holder. We note that a double tax treaty may
further reduce the applicable rate.
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4. 2012 Tax budget proposal
// Dividend tax changes for Dutch cooperative
• Current regime
If a Dutch cooperative is setup correctly, profit distributions to its members are not
considered subject to Dutch dividend withholding tax.
• Proposed regime
It is proposed that Dutch cooperatives may be considered a withholding agent for
Dutch dividend tax, regardless their setup, if the main purpose would be avoiding
Dutch dividend tax or foreign taxes and if the membership rights in the
Cooperative cannot be allocated to the members’ business (capital).
Furthermore, in case the cooperative’s membership rights do belong to the
members’ business capital, dividend tax nevertheless may still apply if the
cooperative would have been interposed in an existing holding structure whereby a
deferred Dutch dividend tax liability (in view of existing reserves) is being avoided.
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5. About Taxperience

6. About Taxperience
// In brief
• Taxperience is a dynamic tax consultancy firm with a solid reputation in the
market. Key to the Taxperience approach is the focus on the wishes and desires
of each client, and a proficiency in translating those wishes into quality tax
products. High service, efficiency and direct lines of communication are, of
course, indispensible to the firm's mission
• The services that Taxperience provides can be divided into the following (main)
categories:
 Tax advisory
 Tax compliance
 Interim solutions

7. About Taxperience
// Unique Selling Points
• 16 experienced mainly ex-Big4 tax professionals, including experience as interim
tax director at various (listed and unlisted) companies
• Dedicated teams for each client, consisting of one partner and one or two advisors
• Handpicked international network consisting of advisory firms in all important
jurisdictions and more, providing high quality services
• Reduced fee rates may apply for major compliance projects
• Fixed fee arrangements can be agreed upon for specific projects upfront
• In-house tax compliance ensuring One-Stop-Shop service (unlike law firms)
• Fast, sharp and fee sensitive provision of services
• Solid and efficient cooperation with in-house lawyers and in-house notaries.

8. About Taxperience
// contact details
Taxperience Amsterdam Taxperience Den Bosch Taxperience Moscow Lemaitre Taxperience
Office Address Office address
De Boelelaan 7 Pettelaarpark 102
1083 HJ Amsterdam 5216 PR Den Bosch
Mailing address Mailing address Office address
P.O. Box 71281 P.O. Box 52 Schackstraße 1
1008 BG Amsterdam 5240 AB Rosmalen D-80539 München
T +31 (0) 20 70 09 240 T +31 (0) 73 64 88 990 T + 7 915 177 59 77 T +49 (0) 89 38 66 78 99 0
F +31 (0) 20 70 09 249 F +31 (0) 73 64 41 969 M +31 (0) 62 124 04 51 F +49 (0) 89 38 66 78 99 99
E info@taxperience.nl E info@taxperience.nl E info@taxperience.nl E info@taxperience.nl
I www.taxperience.com I www.taxperience.com I www.taxperience.com I www.taxperience.de
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