Decree No. 2018/99281 of 2 October 2018 on the tax-neutral return from a private limited liability (BV) or public (NV) company to a business undertaken in unincorporated form was published in Official Gazette No. 62988.
Article 14c of the Corporate Income Tax Law of 1969 contains the framework for the silent return of a BV or NV. This arrangement enables to silently convert a business driven by a public limited company or private company with limited liability, or in an enterprise that is considered equivalent by virtue, into a company which is driven directly at the expense and risk of the continuing shareholders (unincorporated form).
The taxation of profits arising upon dissolution of a BV (or NV) with only natural persons as stockholders, whereby the former shareholders continue the business in unincorporated form (continuing shareholders), may be deferred if certain conditions – the "Standard Conditions"– are met.
The substantive changes of the decree are the following:
The Decree applies from 10 November 2018 but has a retroactive effect to 2 October 2018.
Source: Dutch Government
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