waive the VAT exemption; if so, the acquisi-
tion would be subject to VAT at 21% and to Stamp
Duty at rates which range between 0.5% and 2.5%.
The above notwithstanding, if the transaction entails a
transfer of an independent business unit (i.e. a group of
assets capable of operating independently such as, for
example, a hotel – where not only the hotel building is
acquired but also the hotel operations), the transaction
will not be subject to VAT and Transfer Tax will apply at
rates ranging between 6% and 11%. As opposed to VAT
exempt transactions, please note that there is no possibi-
lity to make a waiver and avoid Transfer Tax.
Share deal
•
Transfers of shares are generally exempt from indirect taxes (i.e.
VAT, Transfer Tax and Stamp Duty). Please note that until Octo-
ber 2012, in case of acquisitions of stakes of control in companies
whose assets were mainly composed of real estate assets, the
acquirer was liable for Transfer Tax which was triggered on the
value of the underlying real estate (and proportionally to the
stake that was being acquired). This notwithstanding said regime
has now been changed. Currently, indirect taxes would only apply
where the parties have intended to evade payment of taxes that
would have been due on the transfer of the underlying proper-
ties and it is presumed that this is the case where the underlying
properties are not business assets
Î
Costs
•
The parties would need to pay notary and registration fees.
Investor Guide to Europe 2014 | 91
