Dentons Netherlands is a branch of Dentons Europe LLP, a Dentons member, and employs more than 100 partners and associates in Amsterdam, among which a real estate practice, a corporate and notaries practice, a IP/IT practice, a labour law practice and tax practice.

The Amsterdam tax practice consists of 25 specialists, in the area of direct tax (corporate income tax and personal income tax), transfer pricing (including business valuation) and indirect tax (VAT, real estate transfer tax).

Dentons Amsterdam is ranked in ITR in tier 1 for tax controversy and indirect tax, as well as in Legal 500 in band 2.

Heico Reinoud has been a tax adviser since 1996, and began his career with Loyens & Loeff in Amsterdam, continuing it with Loyens & Loeff Luxembourg. In 2009, he joined Baker & McKenzie Amsterdam as a Tax Partner, and joined Dentons in 2017.

Heico leads the tax practice in Amsterdam, where he focuses on corporate income tax and dividend tax aspects of mainly listed real estate companies investing in the EU, as well as private equity firms that invest in the Dutch real estate market.

In addition, he is a member of the Dutch association of tax advisers (Nederlandse Orde van Belastingadviseurs) and the International Fiscal Assocation (IFA).

We currently work a lot on the mitigation of the Dutch tax aspects of the so-called Pillar 2 (top-up tax) for some of our clients, as well as on a number of transfer pricing disputes, interest deduction disputes and dividend withholding tax disputes (court cases).

The concerns of our clients are related to the above, namely that on the one hand, tax legislation becomes more and more complex and therewith less predictable, while on the other hand, tax authorities are less often willing to provide advance certainty or to conclude a reasonable compromise. Having regard to the amounts at stake, this often results in a costly and time-consuming court proceeding with an uncertain outcome.

Companies are subject to up to 25.8% (2024) corporate income tax on their worldwide profits. However, the Netherlands exempts dividends and capital gains derived from qualifying subsidiaries (shareholding 5% or more, no holding period), as well as qualifying branches. In case of an active subsidiary or branch, there is no subject to tax requirements.

Profits derived from qualifying intangible assets are subject to an effective tax rate of 9% (2024).

An exemption of Dutch dividend tax applies in cases of 5% or more corporate shareholders that are resident in an EU member state or a tax treaty state.

Profits distributed by a Dutch cooperative (that can act very similarly to a Dutch BV) are not subject to dividend tax, except in cases of members that own 5% or more of the capital in a passive holding cooperative.

In the last decade, Dutch governments took various measures to weaken the attractiveness of the Netherlands, such as a corporate income tax rate of 25.8% that is reached by EUR 200,000 profit. Also, the Netherlands set the interest deduction limitation at 20% EBITDA instead of the allowed 30%, and did not use the general interest deduction allowance of EUR 3mio; rather, it applies EUR 1mio instead. Furthermore, acquisition of commercial real estate is subject to 10.4% real estate transfer tax. Meanwhile, intercompany charges are more often challenged.

The Netherlands has addressed the tax haven issues by introducing a source tax of 25.8% on dividends, interest and royalties paid to group companies in countries mentioned on a blacklist. Stricter substance conditions apply to group financing and licensing companies, and Dutch economic nexus is required to obtain advance tax rulings.

The Dutch government wants to align the foreign entity qualification rules with those of the home jurisdiction of such entities, as currently the Netherlands has its own rules to qualify a foreign entity as opaque or transparent. At the same time, it wishes to change the domestic rules. This can have a major impact, especially on Dutch or foreign fund structures that may become opaque or transparent on the basis of these new proposed rules.