Investment funds in the Netherlands

Transcription

1 1 Investment funds in the Netherlands 2015 edition

2 2 This publication is based on Dutch legislation in effect on 1 January It is for general guidance only and should not be relied upon accept any responsibility for any loss whatsoever incurred by any this publication.

3 3 Contents 1 2 Preface 05 Which types of vehicles are available? 07 3 applies? Dutch regulatory aspects of Reporting and audit VAT and fund structuring 23 7 vehicle should I use?

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5 5 1. Preface 1.1 The Netherlands as an international business location and technical infrastructure with world-class support services. In addition, the Netherlands has favourable tax incentives, an worldwide. 1.2 Why this brochure?

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7 7 2. Which types of vehicles are available? 2.1 Corporate entities Limited liability company (BV or NV) BV and NV are similar in basic characteristics, in the sense that they both have legal personality and a capital divided into shares. The most important distinctions are that: Investment company with variable capital (BMVK) 1 1 In Dutch: beleggingsmaatschappij met veranderlijk kapitaal

8 Cooperative (Coop) 2. This particular 2.2 Non-corporate entities Limited partnership (CV) 2

9 Fund for joint account (FGR) consent of the other investors is not required.

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11 11 3. What kind of tax regime applies? 3.1 General tax aspects With respect to the corporate tax treatment and dividend withholding tax treatment of a Dutch investment fund, three different tax regimes are available: Type Legal form Tax status Tax regime available Corporate Opaque Opaque Coop Opaque Regular Non-corporate CV Transparent n/a Opaque Regular Transparent n/a Opaque 3.2 Regular tax regime Corporate tax

12 12 Dutch corporate tax Dividend withholding tax In addition, a 0% withholding tax rate applies in situations where the shareholder is:

13 Fiscal Investment Institution (FII) Tax benefits Requirements i. ii. iii. iv. v. vi. 3 In Dutch: fiscale beleggingsinstelling

14 Additional requirements Regulated FII The category of regulated FIIs for purposes of this rule includes the following funds: The shareholder restrictions that apply to regulated FIIs are the following: Non-regulated FII The following shareholder restrictions apply to FIIs that cannot qualify as a regulated FII:

15 Exempt Investment Institution (EII) 4 The main conditions for a particular fund to qualify for EII status are the following: partnership that is transparent for tax purposes. In Dutch: vrijgestelde beleggingsinstelling

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17 17 4. Dutch regulatory aspects of investment vehicles 4.1 UCITS 4.2 Alternative Investment Funds July real estate funds. situation.

18 Adequate supervision funds At present, the following countries have been designated by the Dutch Minister of Finance as having adequate supervision: Jersey. Netherlands with respect to the content of their prospectus, investor reporting, advertising and annual accounts.

19 Exempted fund managers Dutch law provides exemptions on the fund manager s license requirement, if the fund manager complies with the following exemption requirements: the Netherlands. 4.5 The voluntary supervision regime the units or shares in their funds are offered exclusively to professional investors.

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21 21 5. Reporting and audit requirements AIF or UCITS these subsidiaries are held to be sold. This requires that at the acquisition date a clear exit strategy is available that evidences that currency.

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23 23 6. VAT and fund structuring 6.1 Value Added Tax ( VAT ) to recover VAT incurred on costs. incurred by a fund. risk of retrospective discussions. 6.2 VAT position of the fund

24 Fund management fees 6.4 Special investment funds one investor. 6.5 Other funds other funds.

25 Scope of the exemption for special investment funds 6.7 Key considerations prevent retrospective discussions regarding the VAT liability for such services. Where a VAT ruling is obtained in advance, this will

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27 27 7. Which type of investment vehicle should I use? criteria and requires a careful analysis of the actual situation of an individual fund. 7.1 Retail mutual funds 7.2 Money market funds 7.3 Hedge funds in the Netherlands. 7.4 Private equity funds 7.5 Fund of funds

28 Real estate funds of the assets. arise at all. 7.7 Asset pooling funds the level of the investors.

29 High-level comparison between the different types of investment vehicles and tax regimes Tax regime features Regular Transparent FII EII dividend WHT treaties 5. Transferability of interests obligation capital duty opaque CV, opaque corporate entities and to certain conditions Transparent CV, Not applicable Not applicable No No Certain transfer be freely transferable Prior written consent of all investors or substitution of an investor Certain transfer None None after end of tax year No restrictions None None None None None None None None

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31 31 8. How EY can help approach. Netherlands. Our expertise allows us to provide a wide range of services including: and Prospectuses. This brochure and its future updates will be placed at

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33 33 9. Contact information For additional information with respect to this publication, please contact any one of the following: Taxation Ton Daniels VAT Cees Peeters Assurance/audit Legal/regulatory Juan Vervuurt

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