Since June 2016 the world’s first equity crowdfunding platform with a secondary market Cadia Startup Exchange revealed the long-awaited new option for successfully funded startup projects to enter the secondary market by incorporating a European company, in particular a Dutch one. Up until now listings were possible only via a Belize holding which legislation allows legitimate trading of shares. The new option is available for both startup projects and for small businesses which enter the secondary market directly upon holding incorporation.
“Many business owners are confused by the need of incorporating a new company as they do not really understand why it is a requirement” commented CadiaSE CEO & Founder Jure Valant. “Company incorporation is mandatory in order to be in compliance with the regulations and make the trading of shares fit into the regulatory frameworks. The way to do so is by incorporating a Belize holding, and we are happy to announce that the Dutch holding also allows for having a legitimate IPO on our platform.”
The incorporation of the new company only changes the company structure and does not affect the way startups or already establishes companies have been doing their businesses so far. Registration of the Belize or Dutch holding is needed for the purposes of a clear shareholders structure and reselling of shares on the secondary market. Nevertheless, every startup entrepreneur or business owner can investigate their local jurisdictions if it allows for secondary market trading. Cadia Startup Exchange is open for including new jurisdictions to its system provided all legal requirements are met.
Prior to making the final decision on whether to incorporate a Belize or Dutch holding company, Cadia Startup Exchange offers consultation to entrepreneurs on the various elements of the two jurisdictions to find the best solution for each separate business.
Dutch Holding Details
The Dutch Holding Company is an European Union company which falls within the scope of general tax law and therefore benefits from the double taxation treaties and the European tax directives. There are no limitations on the activities of the company.
The Dutch holding company may be used to combine various activities such as collecting dividends, interest and royalties from subsidiaries or just make business transactions.
Corporate Tax Rates are:
- 20% for taxable income up to €200,000
- 25% for taxable income in excess of €200,000
A 0,55% capital duty is levied when capital is contributed at the formation of a resident company and on any increase in its capital. However, several exemptions may be applied.
The standard VAT rate is 21%.
Corporate income tax is charged on worldwide profits of companies resident in the Netherlands. However, the taxable profit is not necessarily calculated on the basis of the annual financial statements.
Expenses incurred in connection with the conduct of a business are, in principle, deductible. If expenses exceed normal arm’s length charges and are incurred directly or indirectly for the benefit of shareholders or related parties, the excess is considered a non-deductible profit distribution and possibly regarded as hidden distribution of dividends.
The costs of running the subsidiary are not deductible from the taxable profits of the parent Dutch company if participation exemption is applied. However the Dutch holding company is able to receive tax free dividends and capital gains from its subsidiary and is allowed to deduct expenses, including interest on loans.
Exemption from Dutch corporate tax is allowed on:
- capital gains and dividends derived from qualifying subsidiaries ("participation exemption");
- income attributable to a foreign business enterprise ("permanent establishment").
The general rule is that all dividends paid by a subsidiary to a Dutch parent company are subject to corporate income tax.
Under the EU Parent-subsidiary Directive, if a Dutch company holds at least 25% of the shares of another EU company no tax will be imposed on dividends.
Where a Dutch holding company comes within the “participation exemption rules” all income received from the subsidiary whether by way of dividends or otherwise is tax free if the following conditions are met:
- the Dutch holding company must hold at least 5% of the subsidiary’s shares (a trading company that owns shares in another corporate entity is deemed a holding company for purposes of the participation exemption rules);
- shares must be held since the beginning of the fiscal year but not as current assets;
- the parent company must be involved in the management of the subsidiary.
Capital Gains Exemption
No distinction is made between capital gains and other income. All income is taxed at the corporate tax rate. However, under the participation exemption, all capital gains on the sale of shares of a subsidiary are tax free in the Netherlands irrespective of whether the subsidiary is resident or non-resident.
Some Advantages of the Dutch Holding Company
Besides the common advantages of a holding company, the Dutch company may also enjoy from the following:
Exemption from Withholding Tax on Payment of Dividends
Dividends paid by a Dutch company to an entity in another EU Member state are exempt from withholding tax if the following provisions are met:
- Each company is resident in the European Union (EU) or an European Economic Area (EEA) state, and
- The EU or EEA investor holds a minimum of 5% in its EU shareholding, which qualifies under the Dutch participation exemption rules if the place of residence of the EU/EEA investor would have been the Netherlands.
The 15% dividend withholding tax rate may be reduced under a tax treaty concluded by the Netherlands.
Exemption from Withholding Tax on Payment of Interest and Royalties
Under Dutch domestic law, interest and royalties paid by a Dutch company are not subject to withholding taxes.
Comparison between Belize and Dutch Holdings