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of law parties may be able to opt for a VAT-able transaction
(interaction with RETT should be considered).
Acquisition of shares in a real estate company
• A legal entity of which the assets mainly (50% or more)
consist of property, and of which property at least 30% is
located in the Netherlands may (subject to certain other
conditions being met) constitute a real estate company for
RETT purposes. If the acquirer (together with certain related
parties) has or will obtain a substantial interest in a real estate
company, the transfer of shares in such real estate company
may also be subject to RETT. One is deemed to hold or
obtain a substantial interest if (i) in case of a legal entity, one
holds or acquires an interest of 1/3 or more in the real estate
company; or (ii) in case of an individual, one holds or acquires
an interest of more than 7% in the real estate company.
Acquisition of economic ownership (partnership interest)
• The acquisition of economic ownership of property is also
subject to RETT. The acquisition of an interest in e.g. a limited
partnership or other entity (not being a legal entity) may be
deemed to constitute the acquisition of economic ownership
of property and may be taxed as such. An exemption may
apply in respect of the acquisition of an interest in a real
estate investment fund or mutual fund as defined in the
Act on Financial Supervision (Wet Financieel toezicht): i.e.
if the acquirer does not already hold and will not obtain
a substantial interest in that fund the acquisition of an
economic interest should not be subject to RETT.
Asset deal vs. share deal
• Acquisition of shares in a real estate company may generate
tax savings in terms of RETT but it may also have other tax
consequences; e.g. CIT, VAT, tax liability should be considered.
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Investors Guide to Europe 2015