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INCO Business Netherlands B.V.

+31 76 23 000 11

info@incobusinessgroup.com

CC no. 64494667

© 2020 INCO Business Group

aPPLY for a
tAX mEMORANDUM

DUTCH TAX CONSULTING | APPLY FOR A TAX MEMORANDUM

INCO Business Group is a specialist focussed on Company Formation in the Netherlands. We offer a convenient Incorporation Package, which allows you to incorporate a company quickly, keep track of your (legal) requirements, and make sure the company remains in Good Standing.

 

However, during the Incorporation discussions, our team takes no advisory role, due to our rather reactive position. Any input that is received during this phase should be considered generic input, or at best, our professional opinion on the described matter. 

 

At all times during the Incorporation discussions, our Incorporation Team can involve experts into the discussion, which can help you with more concrete input, which can be considered independent advice.

 

INCO has legal, tax and economic experts in house, and works with dozens of professionals in the Netherlands that can focus on particular tax or legal considerations based on your situation. This is not our standard service, during our support in the Incorporation process.

 

Our Tax & Accounting team can provide you with professional advice, and Memo this in the form of a so-called Tax Memorandum. This way you have full clarity on the tax consequences of your situation. 

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How does this work?

There are certain situations that require solid advice, in writing, in order to make sure that you are making the right decisions for your company(or yourself as individuals, like as shareholder). 

 

For example:

 

  • To determine the specific consequences of setting up a branch, rather than a separate Limited Company (as with the other subjects, these are discussed in general in our blogs)

  • To determine if your company is tax resident in the Netherlands (and can apply tax treaties), and meets the local ‘substance requirements’

  • To determine which specific VAT schemes and rules will be applicable for your situation: Consider which VAT rates might be applicable, or when VAT can be deferred in case of import and export

  • To determine if a business license is required for your specific activity

  • To check the tax consequences of specific activities, such as the start of a ‘tax-free’ investment fund, or the criteria for the  ‘innovation box’ and other tax incentives

  • To check how assets will be depreciated

  • If your company structure requires fiscal consolidation (annual Memo requirements)

  • How will you split the margins and divide them among Group entities (transfer pricing)

  • To check personal liabilities in certain events (bankruptcy, personal guarantees, etc.)

  • Etc. etc 

The advantages of a Tax Memorandum

A Tax or Legal Memorandum is typically the first step, to the restructuring of activities or a corporate structure. There can be numerous matters that you might not have thought of, or that can create a tax liability in the future. For example, what if you have determined that your company is considered tax resident in the Netherlands, but your local tax authorities don’t agree? What if you determined on a ‘fair margin’ on intra-group transactions, but again, the tax authorities don’t agree.
Not only can the tax authorities claim (more) taxes, they may also be able to fine you.

In case you have a solid Advisory Memo or Memorandum in place, you can get legal certainty on your situation. Aside from that, the tax authorities are not able to penalise you, in case they have a different view anyway. 

 

The Tax Memorandum could also be the first step towards the application of a Tax Ruling from the tax authorities, to obtain legal certainty from the government's side as well. 

Moving Forward

As mentioned, the Tax Memo can help you a great deal. Even if you don’t decide to choose for Netherlands, or for INCO’s incorporation services. The Memo will be very valuable in the decisions that your organization needs to take.

If you are interested in our support, we can arrange a pricing structure that fits with your milestones or requirements. For example, in the first step, you can draft an overview of questions that you might have, transactions that you expect, or expected (corporate) changes that you like to do within your organisation. Based on your input, we can provide you a fixed fee to cover all these matters in the Memo.

 

Aside from that, we will also highlight relevant questions and considerations, that you might not have thought of or mentioned. 

 

After the first draft of the Memo, you might have additional questions, or you like to go into more detail concerning the execution and approach. INCO can provide a new quote or retainer for that second phase as well, if relevant. This way, it’s always fully clear to you what the consulting fees will look like. 

 

For most situations, we don’t force our clients to obtain such Memo. There are situations in which we absolutely require it, for example in case of establishing a fund. If you like to proceed without Memo, please make sure to get fully informed by professionals, because INCO will not be liable for any information that might not have been shared during the Incorporation process. 

 

You can contact our CEO Dennis Vermeulen (Tax law & Economics expert) to discuss your requirements for the Tax (Advisory) Memo, or you might discuss with your Account Manager or Company Officer. 

INCO Business Toolkit

YOUR BUSINESS TOOLKIT

FREE ACCESS TO ALL THE THINGS YOU NEED TO KNOW

Our experts have combined their knowledge and strengths to create a tool we call the Business Toolkit. 

The Business Toolkit will help you and entrepreneurs from around the globe to truly understand the Dutch market, regulations and laws. And will enable you to take a deep-dive into the topics displayed below. 

This way you will easily get up to speed with our Company formation process, Dutch Tax & Accounting and our corporate services. 

Make sure to check out our handy checklists, explainer video's and extensively written Whitepapers too!