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    The Netherlands’ Green Budget?


    In a bid to take substantial strides towards its climate goals, the Dutch government unveiled a series of legislative proposals and amendments concerning energy and environmental taxes on Budget Day.

    These measures are geared towards reducing the Netherlands’ greenhouse gas emissions by a commendable 55% by 2030, in alignment with the government’s climate ambitions.

    However, it’s essential to bear in mind that these proposals are subject to discussions, amendments, and adoption by the Dutch parliament.

    This article provides an in-depth look at some of those proposals covering:

    Corporate Income Tax


    From 1 January 2024, the energy investment deduction (EIA) rate will undergo a reduction, declining from 45.5% to 40%.

    Additionally, the sunset clause for energy and environmental deductions has been extended until 2028, implying that they will remain in effect, at least until that time.


    Energy Tax


    Energy tax exemption for metallurgical and mineralogical activities

    As of 1 January 2025, the energy tax exemption for electricity and gas used in metallurgical and mineralogical processes will be eliminated.

    The Dutch government views these exemptions as fossil subsidies, which no longer align with the nation’s climate objectives.

    New Specific Input Exemption for Hydrogen Production

    In addition, a new energy tax exemption will be introduced on 1 January 2025, for the supply of electricity used in hydrogen production via electrolysis.

    This exemption is confined to electricity utilized directly in the water-to-hydrogen conversion process, encompassing activities like demineralization, electrolysis, and the purification and compression of resulting hydrogen.

    Exemptions Related to Electricity Production

    Starting January 1, 2025, several changes are proposed regarding exemptions for electricity production, including cogeneration.

    Key changes include:

    Phase-Out of Special Energy Tax Rate for Greenhouse Horticulture Sector

    The reduced energy tax rate presently applicable to the greenhouse horticulture sector will be gradually phased out, commencing on 1 January 2025, and concluding in 2030.

    Changes to Energy Tax Brackets

    Effective from 1 January 2024, a new, lower bracket in the energy tax will be introduced for both electricity and gas.

    This bracket will cover the first 2,900 kWh of electricity and 1,000 m3 of gas.

    This adjustment is intended to provide the government with the flexibility to reduce energy tax for households when necessary, aligning with the current price cap for households.

    Amendments to Rules for Block Heating

    Various changes will be made to tax regulations for block heating, designed to accommodate the modifications in tax brackets mentioned above.

    Carbon Tax

    Increased Minimum Carbon Tax Price for Industrial and Electricity Generation Sector

    Starting January 1, 2024, the Dutch minimum carbon tax prices for the industrial and electricity generation sectors will rise. Despite these increases, the government anticipates no budgetary implications, given the existing EU ETS price. The new minimum prices are as follows:

    Introduction of a Carbon Tax for the Greenhouse Horticulture Sector

    Commencing January 1, 2025, a carbon tax will be introduced for CO2 emissions in the greenhouse horticulture sector, mirroring the current system in place for the industrial sector.

    This development coincides with the introduction of specific EU ETS obligations for the built environment.

    Coal Tax

    With effect from 1 January 2028, the coal tax exemptions for dual coal use and coal utilization for energy production will be discontinued.

    The current coal tax rate stands at EUR 16.47 per metric ton.

    Other proposals

    New information obligations will be incorporated into specific energy tax regulations to align with the European Commission’s guidelines on State Aid for climate, environmental protection, and energy.

    Commencing on 1 January 2024, these rules will encompass principles for providing data and information, upon request, to comply with EU obligations.


    The Dutch government’s commitment to climate goals is evident in these proposed tax changes, which seek to incentivize eco-friendly practices while gradually phasing out less sustainable measures.

    These proposals will be closely monitored as they make their way through the legislative process, potentially reshaping the landscape of energy and environmental taxation in the Netherlands.

    If you have any queries about the Netherlands’ Green Budget, or Dutch tax in general, then please get in touch.

    Canada’s new Equity Repurchase Tax: What You Need to Know

    Canada’s new Equity Repurchase Tax – Introduction

    Last month, the Canadian federal government introduced a draft legislation package known as the August Proposals.

    These proposals encompass a range of revisions to amend the Income Tax Act, with a key focus on the introduction of a novel equity repurchase tax.

    Set to take effect on 1 January 2024, this tax is poised to impact numerous publicly traded entities, subjecting them to a 2% levy on the “net value” of specific equity repurchases.

    Canada’s new Equity Repurchase Tax – key points


    The equity repurchase tax applies to a broad array of publicly traded entities. This includes Canadian-resident corporations (excluding mutual fund corporations), as well as certain trusts and partnerships, collectively referred to as Covered Entities.

    Key points to understand about the equity repurchase tax:

    The genesis of the new tax


    The origins of this equity repurchase tax can be traced back to the 2022 Fall Economic Statement. It was here that the Canadian government initially revealed its intention to introduce a 2% corporate-level tax on the net value of share buybacks by Canadian public corporations.

    This tax bears similarity to the 1% share buyback tax enacted in the United States under the Inflation Reduction Act of 2022.

    Budget 2023 provided more comprehensive legislative proposals, extending the tax’s scope to encompass specific publicly traded trusts and partnerships, thus expanding its reach.

    It also clarified that normal course issuer bids and substantial issuer bids would be considered equity repurchases for tax purposes.

    Understanding the Tax Calculation


    The equity repurchase tax relies on a netting rule formula: 0.02 x (A – B), where:

    This netting rule applies annually, corresponding to the Covered Entity’s fiscal year, for repurchases and issuances occurring after 1 January 2024.

    Importantly, there are no grandfathering rules, meaning that equity outstanding prior to this date, but repurchased afterward, remains subject to the tax.

    Moreover, any excess in Variable B over Variable A cannot offset repurchases included in Variable A in subsequent years.

    Equity Definition for Tax Calculation


    To determine the equity repurchase tax, the calculation considers repurchases and issuances of equity by a Covered Entity.

    However, not all equity is included; the tax excludes equity that exhibits “substantive debt” characteristics. Substantive debt equity is defined as:

    Many preferred shares may not meet the criteria for substantive debt, such as convertible preferred shares and voting preferred shares.

    Since there are no grandfathering rules, Covered Entities with issued and outstanding preferred shares must evaluate whether their shares qualify as substantive debt for tax purposes.

    Variable A


    Variable A includes the fair market value of equity (excluding substantive debt) repurchased by the Covered Entity in a taxation year.

    Certain equity acquisitions by specified affiliates of a Covered Entity are also included.

    However, the deeming rule does not apply to specified affiliates that are registered securities dealers acting as agents for customers or certain employee benefit trusts.

    Exceptions to Variable A include specific reorganization transactions, such as share-for-share exchanges and tax-deferred amalgamations, winding-up of the Covered Entity, and other tax-deferred transactions.

    Variable B


    Variable B includes the fair market value of equity (excluding substantive debt) issued by a Covered Entity. Equity issuances are included only if:

    Anti-Avoidance Rule


    An anti-avoidance rule applies to prevent transactions aimed at decreasing the total value of equity repurchased or increasing the total value of equity issued, primarily for tax avoidance purposes.

    De Minimis Threshold


    The August Proposals introduce a de minimis threshold of $1 million. The tax is not applicable if Variable A is less than $1 million in a taxation year. This threshold is calculated on a gross basis without considering the netting rule and the value of equity issuances in Variable B.

    Filing and Payment Obligations


    Covered Entities repurchasing equity in a taxation year must file a return and, if applicable, pay the equity repurchase tax.

    Filing and payment deadlines vary for corporations, trusts, and partnerships, with specific timelines outlined for each entity.


    In summary, the introduction of Canada’s new equity repurchase tax marks a significant development in the country’s tax landscape.

    Understanding its intricacies and ensuring compliance is crucial for publicly traded entities, as non-compliance can result in financial penalties.

    If you have any queries about this article on Canada’s new Equity Repurchase Tax, or Canadian tax matters in general, then please get in touch.

    The content of this article is provided for educational and information purposes only. It is not intended, and should not be construed, as tax or legal advice. We recommend you seek formal tax and legal advice before taking, or refraining from, any action based on the contents of this article.

    Canada and Global Minimum Tax implementation: A closer look

    Canada and Global Minimum Tax implementation – Introduction

    The wheels of international tax reform continue to turn as Canada takes significant strides to implement the OECD’s Pillar Two global minimum tax (GMT) recommendations.

    On August 4, 2023, the Department of Finance unveiled draft legislation outlining the implementation of two pivotal elements of Pillar Two: the income inclusion rule (IIR) and a qualified domestic minimum top-up tax (QDMTT).

    The aim is to align Canada’s tax landscape with the evolving international consensus on curbing tax base erosion and profit shifting.

    Let’s have a look at the key aspects of this draft legislation, along with insights into the broader implications it holds.

    Pillar Two at a Glance: IIR and QDMTT Implementation

    The draft legislation holds particular importance for multinational enterprises (MNEs) as it focuses on two crucial aspects of the GMT framework:

    These provisions are designed to ensure that MNEs pay a minimum level of tax on their global income, irrespective of their jurisdiction of operation

    The income inclusion rule (IIR)

    The IIR, closely aligned with the OECD’s model rules and the accompanying commentary, obliges a qualifying MNE group to include a top-up amount in its income.

    This amount is determined by evaluating the group’s effective tax rate against the stipulated minimum rate of 15%.

    Notably, the draft legislation incorporates mechanisms for calculating this top-up amount, encompassing factors such as excess profits, substance-based income exclusions, and adjusted covered taxes.

    The goal is to prevent instances where MNEs might be subject to lower tax rates in certain jurisdictions.

    The qualified domestic minimum top-up tax (QDMTT)

    The QDMTT, on the other hand, allows jurisdictions to implement a domestic top-up tax to align with the principles of Pillar Two.

    This is aimed at domestic entities within the scope of Pillar Two, counterbalancing the global minimum tax liability.

    The intricacies of the QDMTT provision, including computations and adjustments, are outlined in the draft legislation to ensure an encompassing and fair application.

    Administration of GMTA

    To effectively implement the Global Minimum Tax Act (GMTA), the draft legislation covers a spectrum of administrative facets.

    These include provisions for assessments, appeals, enforcement, audit, collection, penalties, and other vital components to ensure the smooth functioning of the new tax regime.

    As part of compliance measures, the legislation introduces the requirement of filing a GloBE information return (GIR) within 15 months of the fiscal year’s end, with potential penalties for non-compliance.

    It’s important to note that the legislation doesn’t shy away from significant penalties for non-compliance.

    Failure to file the required GIR within the stipulated timeframe could result in penalties of up to $1 million. Moreover, penalties may also be imposed as a percentage of taxes owed under the GMTA for not filing Part II or Part IV returns, adding a layer of urgency to adhere to these provisions.

    How does GMTA live with the existing tax framework?

    One of the central themes that emerge from the draft legislation is the intricate interplay between the GMTA and Canada’s existing tax framework.

    While the legislation attempts to bridge these two domains, certain aspects remain to be ironed out.

    Notably, the interaction between the GMTA and provisions within the Income Tax Act (ITA) raises questions about the allocation of losses or tax attributions under the ITA to offset taxes owing under the GMTA.

    Additionally, the draft legislation is deliberately silent on the specifics of this interaction, particularly concerning issues like Canadian foreign affiliate and foreign accrual property regimes.

    As businesses and professionals delve into the consultation process, these areas of ambiguity are likely to be focal points of discussion, aiming to ensure a harmonious alignment between the new regime and the existing tax landscape.

    Looking ahead

    The consultation process for the draft legislation is underway, with the Department of Finance welcoming feedback until September 29, 2023.

    During this period, stakeholders, including businesses, tax professionals, and policymakers, have the opportunity to contribute insights and perspectives to shape the final legislation.

    The complex and evolving nature of international taxation underscores the importance of robust consultation, as the new rules have far-reaching implications for cross-border businesses.

    Canada and Global Minimum Tax – Conclusion

    Canada’s proactive approach to aligning its tax laws with the global consensus on minimum taxation is a significant stride.

    As the draft legislation undergoes scrutiny and refinement, it’s essential to recognize its implications not only for multinational enterprises but also for the broader tax landscape.

    The interplay between the GMTA and the existing tax regime will be closely watched, highlighting the intricate path of international tax reform and the commitment of nations to creating a fair and balanced tax environment.

    If you have any queries about this article on Canada and Global Minimum Tax, or Canadian tax matters in general, then please get in touch.

    The content of this article is provided for educational and information purposes only. It is not intended, and should not be construed, as tax or legal advice. We recommend you seek formal tax and legal advice before taking, or refraining from, any action based on the contents of this article..

    Alphabet soup: Luxembourg Court spells out need for economic reasons for alphabet shares


    A recent decision by the lower administrative court in Luxembourg (case n° 45759) has brought to light the importance of providing valid economic justifications and proper documentation when using “alphabet shares” in corporate transactions.

    The case involved the tax treatment of a Luxembourg company’s redemption of alphabet shares, leading to a crucial ruling that may impact similar situations in the future.

    Facts & background

    The case revolved around a company that migrated its registered office from Cyprus to Luxembourg.

    Following the migration, the Luxembourg company (LuxCo) held an investment in a Dutch company (DutchCo).

    In a series of transactions, LuxCo converted its ordinary shares into twenty classes of shares, all having the same economic rights as the initial ordinary shares.

    Later, LuxCo redeemed and canceled two classes of shares using distributable reserves, considering the transaction as a partial liquidation eligible for a 15% withholding tax exemption.

    However, the Luxembourg tax authorities recharacterized the transaction as a dividend distribution and applied the 15% withholding tax, citing abuse of law.

    Decision of the Lower Administrative Court

    The lower administrative court highlighted that the legal form of a transaction is not decisive for tax purposes. Instead, the economic substance and true intention behind the transaction are crucial factors in determining its tax treatment.

    An inappropriate path?

    The court confirmed that the redemption of shares could be considered as a partial liquidation under tax treatment.

    However, in this case, the court focused on the economic analysis of the transaction to ascertain whether LuxCo used an inappropriate path.

    The short timeframe between the share conversion, receipt of dividends, and redemption raised suspicions, leading the court to conclude that the shareholders did not intend to exit from LuxCo. As a result, the transaction was deemed a dividend distribution subject to the 15% withholding tax.

    Valid non-tax reasons?

    Regarding the absence of non-tax reasons justifying the chosen path, LuxCo’s arguments were considered insufficient by the court.

    Merely stating economic reasons without concrete proof was inadequate to shift the burden of proof.

    Consequently, the court found that the condition of abuse of law due to the lack of valid economic reasons was met.


    This case highlights important considerations for businesses using alphabet shares in their transactions.

    While redemption and cancellation of alphabet shares may qualify as a partial liquidation under tax rules, it can be recharacterized as a dividend distribution if economic reasons are not adequately documented.

    To avoid potential tax challenges, taxpayers must ensure they have concrete evidence justifying the use of alphabet shares and adequately record such reasons in board minutes or related documentation.

    As such, companies in Luxembourg must take care when employing alphabet shares in their transactions and must be prepared to provide well-documented economic justifications to avoid potential tax implications.

    If you have any queries about this article on alphabet shares, or Luxembourg tax in general, then please do get in touch.

    The content of this article is provided for educational and information purposes only. It is not intended, and should not be construed, as tax or legal advice. We recommend you seek formal tax and legal advice before taking, or refraining from, any action based on the contents of this article

    Supreme Court’s Judgment: Non-residents and the PEX regime


    In a landmark ruling on 19th July, the Italian Supreme Court shook up the taxation landscape by declaring that non-resident companies without an Italian permanent establishment (PE) can now benefit from the Italian 95% participation exemption (PEX) regime.

    This ruling opens up new possibilities for foreign investors looking to divest their stakes in Italian resident companies. The Court’s decision was based on the grounds of safeguarding fundamental freedoms enshrined in the Treaty on the Functioning of the European Union (EU).

    Let’s delve deeper into the implications of this judgment and its potential impact on cross-border investments.

    The 95% Participation Exemption (PEX) Regime Explained

    The PEX regime in Italy provides a significant tax advantage to qualifying investors. Under this regime, a company can be exempted from paying taxes on 95% of the capital gains realized upon selling its participation in an Italian resident company.

    This effectively results in an effective tax rate of only 1.2% on the capital gain (calculated using the 24% corporate income tax rate applied to 5% of the capital gain).

    Non-Resident Companies Entitled to PEX

    Before this judgment, only Italian companies and non-resident companies with an Italian permanent establishment were eligible to benefit from the PEX regime.

    However, the Supreme Court’s ruling has expanded the scope of eligibility, allowing non-resident companies without an Italian PE to also take advantage of the PEX regime if they fulfill the necessary requirements.

    The EU Fundamental Freedoms and the Ruling’s Implications

    The Supreme Court justified its decision by invoking the fundamental freedoms enshrined in the EU treaty. The ruling ensures that non-resident companies are not subject to discrimination, which is essential for the free movement of capital across EU member states.

    The case in question involved a French parent company holding a substantial participation (25% or more) in an Italian subsidiary. Although Art. 8, let. b) of the Italy-France Double Tax Convention permits Italy to tax such capital gains, the Court upheld the application of the PEX regime for the French parent company as it fulfilled all the requirements set by Italian tax law.

    The Court reasoned that the limited tax credit provided under the Double Tax Convention was insufficient to eliminate the discriminatory effect.

    What it Means for Foreign Investors

    Foreign investors, particularly French parent companies, can now leverage this ruling to apply the PEX regime on capital gains arising from substantial participations in Italian companies.

    While the possibility of an audit by the Italian Tax Authorities remains, the robust legal foundation for the application of the PEX regime and the support from CJEU case law on discrimination and restrictions strengthen the position of foreign investors.

    Next Steps and Potential Legislative Changes

    In response to this judgment, the Italian legislature is expected to take action soon by adopting provisions that explicitly extend the PEX regime’s applicability to capital gains realized by non-resident companies without an Italian PE.

    This move is in line with past experiences concerning dividends distributed by Italian subsidiaries to EU resident parent companies.

    Furthermore, there’s a possibility that the PEX regime could be extended to EU resident parent companies and parent companies resident in States of the European Economic Area (EEA) that have adequate tax information exchange agreements with Italy.

    Opportunities Beyond EU Borders

    While the Supreme Court’s judgment refers to EU fundamental freedoms, recent CJEU jurisprudence suggests that rules like the PEX regime should be tested against the provisions on the free movement of capital.

    Leveraging on this interpretation, it could be argued that the PEX regime should also be extended to non-EU parent companies holding participations in Italian companies.

    For example, countries like China, South Korea, Israel, and the United States might benefit from such an extension, depending on the specifics of their tax treaties with Italy.


    The Italian Supreme Court’s judgment on the application of the PEX regime to non-resident companies marks a significant development in cross-border taxation.

    Foreign investors now have an opportunity to optimize their tax position when divesting their interests in Italian companies.

    As the legislative response unfolds and potential extensions of the PEX regime come into play, businesses must stay informed to capitalize on these new tax opportunities.

    The ruling is undoubtedly a step towards fostering a more favorable investment environment and encouraging economic growth in Italy.

    If you have any queries relating to this article or Italian tax matters more generally, then please do not hesitate to get in touch.

    The content of this article is provided for educational and information purposes only. It is not intended, and should not be construed, as tax or legal advice. We recommend you seek formal tax and legal advice before taking, or refraining from, any action based on the contents of this article.

    Hungary’s Pharma industry benefits from wind(fall) break

    Hungary windfall tax relief – Introduction

    In December 2022, Hungary’s government introduced a windfall tax on drug producers.

    It was based on net revenues generated in 2022 and 2023 in attempt to ‘cure’ its ailing state budget.

    The rate increased progressively from 8% on net revenues exceeding 150 billion forints ($398 million).

    Companies have to pay the new tax for both 2022 and 2023 next year.

    Relief from windfall tax

    However, the government has somewhat rowed back to provide support to some of the businesses within its scope.

    Published in the Hungarian Gazette on 17 July 2023, the detailed legislation provides for taxpayers to reduce windfall tax and increased clawback payment obligations.

    These measures come as welcome news for the Pharma industry, offering potential relief based on investments in tangible assets and research and development costs.

    Reducing the increased clawback payment obligation – conditions

    The tax relief provides a potential lifeline for eligible taxpayers in the pharmaceutical sector. It offers the opportunity to reduce their clawback payment obligation in the 2023 and 2024 tax years.

    Deductible items include the cost of investments in Hungary for tangible assets, direct costs of fundamental research, applied research, and experimental development in the healthcare sector.

    Furthermore, marketing authorization holders or distributors, in case of an approved agreement, can apply the tax relief starting from 20 July 2023, and continue to benefit from it for both 2023 and 2024.

    Benefits for consolidated companies

    For corporate groups preparing consolidated financial statements, an affected company may also apply deductible items indicated in its financial statement for the tax year preceding the ongoing tax year.

    This provision ensures that consolidation does not overshadow the tax relief, allowing for smoother application and fair distribution of benefits among the group entities.

    Direct R&D Costs and Clinical Research

    The tax relief extends further, encompassing the costs of phase I to III clinical trials and clinical research commissioned in Hungary as deductible items.

    Moreover, the location of direct R&D costs is no longer a barrier, as long as the clinical research is conducted in Hungary.

    However, some restrictions may apply in specific cases.

    Commencement rules

    The clawback payment obligation rules took effect from 18 July 2023.

    Taxpayers can apply the relief for the first time for the clawback payment obligation due by 20 July 2023.

    Any remaining unused tax relief may be applied to subsequent clawback payment obligations, while the relief is available until the clawback payment obligation due by March 20, 2025.

    Reducing windfall tax on Hungarian pharmaceutical manufacturers – conditions

    The same favorable rules apply to Hungarian pharmaceutical manufacturers regarding deductible items and tax relief caps.

    Clinical research commissioned in Hungary involving the manufacturers may also be considered to reduce windfall tax.

    However, unlike the clawback payment obligation, the windfall tax relief will only take effect on 1 January 2024.

    Hungarian pharmaceutical manufacturers can apply the relief for the first time when determining their tax liability for the tax year 2024.

    Hungary windfall tax relief – Conclusion

    With the introduction of these measures, Hungary’s pharmaceutical industry should he shielded to some extent from the windfall taxes previously introduced.

    These incentives should serve to encourage investments in tangible assets and research and development, while alleviating the financial burden on taxpayers.

     If you have any queries relating to the Hungary windfall tax relief or tax matters in Hungary more generally, then please do not hesitate to get in touch.

    The content of this article is provided for educational and information purposes only. It is not intended, and should not be construed, as tax or legal advice. We recommend you seek formal tax and legal advice before taking, or refraining from, any action based on the contents of this article.

    Switzerland Embraces Global Minimum Tax


    In a significant move, the Swiss electorate and cantons have voted in favor of implementing the Organisation for Economic Co-operation and Development (OECD) global minimum tax of 15% for large multinational enterprises operating in Switzerland.

    This constitutional amendment was supported by an overwhelming majority, with 78.45% of voters and all cantons endorsing the proposal.

    The implementation of the OECD minimum tax aims to safeguard Switzerland’s tax receipts and maintain its position as a stable business location.

    Context of the vote

    The global minimum tax initiative has been developed by the OECD and the Group of 20 countries to establish a uniform minimum tax rate worldwide.

    Under this framework, multinational companies with a global annual turnover exceeding €750 million will be subject to a minimum tax rate of 15% in each country they operate in.

    Numerous countries, particularly in the European Union, plan to introduce the OECD minimum tax on 1 January 2024.

    In Switzerland, 21 out of the 26 cantons currently have tax rates below the required 15%. Failure to meet the minimum tax rate would result in the imposition of a supplementary tax to make up the shortfall.

    By implementing the minimum tax, Switzerland ensures that its tax receipts remain within the country rather than being shifted to other jurisdictions.

    Impact on Companies

    It’s important to note that the OECD minimum tax will only affect large multinational groups with an annual turnover of at least €750 million.

    Small and medium-sized enterprises will not be affected by this amendment.

    In Switzerland, approximately 200 internationally active groups headquartered in the country and 2,000 Swiss subsidiaries of foreign groups will be subject to the minimum tax.

    As a result, around 99% of companies in Switzerland will continue to be taxed under the existing regulations.

    Expert commentary

    The constitutional amendment to introduce the OECD minimum tax is in Switzerland’s best interest.

    Without such a provision, jurisdictions in which Swiss multinational groups operate would be entitled to impose a subsequent tax to compensate for the difference in tax burdens, thereby impacting Switzerland’s tax revenues. Implementing the minimum tax rate ensures tax stability for Switzerland and provides legal certainty for companies affected by the new international tax rules.

    However, it is worth considering the potential impact on tax competition within Switzerland.

    High-tax cantons may become more attractive compared to those with lower taxes, as the introduction of the minimum tax limits the extent to which lower tax rates can be used to offset geographical disadvantages.


    Switzerland’s embrace of the OECD global minimum tax represents a proactive step to secure tax revenues and maintain its status as an internationally stable business location.

    By implementing the minimum tax, Switzerland ensures that tax receipts remain within the country and avoids the risk of revenue shifting to other jurisdictions.

    While this decision may have implications for tax competition within Switzerland, the overall objective is to create a robust and equitable international tax framework.

    The introduction of the OECD minimum tax paves the way for a more uniform global tax system, providing a level playing field for multinational enterprises across different countries.

    If you have any queries about this article, or Swiss tax matters in general, then please get in touch.

    The content of this article is provided for educational and information purposes only. It is not intended, and should not be construed, as tax or legal advice. We recommend you seek formal tax and legal advice before taking, or refraining from, any action based on the contents of this article.

    Advantages of Company Restructuring

    Company restructuring offers numerous advantages and supports a business in achieving its changing commercial, financial, and legal goals. Periodically reassessing and adjusting the corporate structure becomes necessary for businesses.

    In the current economic landscape, where rising costs and interest rates impact profitability, it is crucial for companies to consider restructuring as a means to address these challenges.

    Why does business structure matter?

    The business structure encompasses the legal and organisational framework that governs a company’s operations and management. It has a significant impact on various aspects, including decision-making authority, profit allocation, and share distribution. As a result, it is a powerful tool for business owners to shape their organisation.

    When should you consider a restructure?

    To maximise its effectiveness, restructuring should be seamlessly integrated into the fundamental workflows of your business. It is prudent to evaluate your business structure whenever there are significant changes in your market, business plan, or performance—both current and planned.

    While many companies undergo restructuring during challenging times, it can also be advantageous for those aiming to boost profits and minimise tax obligations at any stage of their business lifecycle. Moreover, restructuring is often necessary in specific circumstances such as preparing for a sale or acquisition or protecting assets.

    There are various reasons and scenarios that may prompt a business to consider restructuring.

    For expert advice on restructuring and insights into the tax advantages it can offer, reach out to our team of corporate tax advisors at Tax Natives.

    Types of company restructuring

    The choice of business restructuring depends on the unique circumstances and objectives of each company. While each type presents its own challenges, they also offer distinct advantages. Here are the four primary types of business restructuring.

    1. Demerging and splitting a group structure

    When a business expands, the goals of its various sectors may no longer align, or disagreements among shareholders may arise. Additionally, there may be a need to separate a large property from the group. In such cases, operating the companies independently could be a better solution.

    This can be achieved by creating subsidiaries to divide the different sectors within the business. This approach can also be advantageous when a company intends to sell a portion of its business.

    2. Consolidating businesses into a group structure

    Expanding businesses may find that related companies operating independently could achieve greater efficiency by working together. Streamlining and consolidating the group structure can lower operational costs by reducing the need for separate entities and administrative roles. This allows key staff to concentrate on their core business activities and enhances day-to-day operations.

    3. Establishing a new holding company

    By implementing this approach, the company can possess shares or assets in subsidiaries, granting the holding company the ability to manage and oversee the operations of these subsidiary entities.

    4. Share reorganisation

    Share reorganisation involves various actions such as capital reductions, changes in rights, or the acquisition of existing shares. It is commonly pursued to secure fresh investments, address shareholder conflicts, or facilitate smooth succession planning.

    What are the benefits of restructuring your business?

    Businesses may seek to restructure for a variety of reasons:

    1. Business acquisitions and mergers

    When acquiring or merging with a new company, restructuring the corporate structure may be required to integrate the new business effectively.

    2. Improved visibility

    Accurate tracking and analysis of business performance are crucial for making informed decisions. While accounting software provides departmental reporting, having separate entities for each product or department offers a more detailed view of their individual performance. This allows for better investment planning, comprehensive statement reviews, and targeted decision-making based on performance data to seize opportunities and manage risks effectively.

    3. Reducing risks

    Creating a subsidiary or separate company can mitigate financial risks associated with potential loss-making departments.

    When it comes to property assets, such as company premises or investments, holding them in a separate entity provides protection. By separating trade and property ownership, the value of the property is shielded from potential liabilities arising from the business’s operations, reducing risks and safeguarding the assets.

    4. Succession planning

    Succession planning in family businesses is crucial for a smooth transfer of ownership across generations. It involves careful timing and consideration of various factors, including the transfer of share rights, to ensure a seamless transition.

    A key focus is on achieving the most tax-efficient method of transferring ownership, taking into account the complexities and personal nature of the task.

    5. Shareholder disputes

    Shareholder disputes and deadlocks can hinder business progress and impact profitability and morale.

    In such situations, restructuring options like demerger or share redistribution, including buyouts, can effectively resolve disagreements and restore harmony within the company. This proactive approach helps address conflicts and pave the way for a more productive and collaborative business environment.

    6. Moving assets

    Transferring assets can be motivated by various factors, and if there is an existing group structure, it can typically be done in a tax-efficient way. By strategically managing asset transfers within a group, businesses can optimise their tax planning and ensure a smooth and advantageous transfer process.

    7. Cost savings and increased efficiency

    Consolidating companies can lower compliance and administration costs, as it streamlines tasks like preparing accounts and tax returns. Additionally, downsizing during a restructuring opens up opportunities for cost-effective outsourcing of functions like payroll and financial management.

    Furthermore, restructuring can prioritise the integration of new technologies to enhance business efficiency and generate financial savings. Embracing innovative technologies is crucial for business growth and can yield substantial benefits.

    8. New investment opportunities

    Restructuring can enhance a business’s appeal to potential investors. Limited companies often encounter limited external investment prospects, but a straightforward restructuring can unlock a multitude of new opportunities for external investment.

    9. Improved employee satisfaction

    Providing employees with shares in the company is a strategic approach to restructuring that offers numerous advantages. Implementing an employee share scheme promotes loyalty, enhances retention rates, and strengthens the overall business.

    10. Operational flexibility

    A well-designed business structure offers flexibility for growth and investment. By creating separate entities for new ventures, you can focus on specific areas and make targeted decisions. Additionally, when it comes to selling your business, having a structured setup allows you to carve out specific parts for sale instead of selling the entire company.

    Company restructuring to become more tax-efficient

    Business restructuring offers the opportunity for tax-efficient benefits. By reorganising the corporate structure, you can create a more tax-efficient setup, reducing your tax liability in the long run. It is crucial to seek professional advice to ensure that the restructuring maximises applicable tax reliefs.

    Without careful consideration, restructuring can result in increased tax burdens, including stamp duty, SDLT, VAT, corporation tax, and potential loss of tax reliefs.

    Looking for professional advice to help with restructure your business?

    Are you looking to enhance the financial efficiency and flexibility of your business?

    Consider the advantages of company restructuring. By reorganising your corporate structure, you can unlock tax benefits, streamline operations, and position your business for growth.

    At Tax Natives, we specialise in helping businesses navigate the complexities of company restructuring while optimising their tax obligations in the UK. Our team of experts understands the intricacies of tax planning and can guide you through the process, ensuring you capitalise on available tax reliefs and minimise potential tax burdens.

    With our professional advice and tailored solutions, you can strategically restructure your business to reduce tax liabilities, increase operational efficiency, and seize new growth opportunities. Don’t let tax complexities hinder your business success.

    Contact Tax Natives today and explore the advantages of company restructuring tailored to your unique needs.

    Corporate income tax on transfer of shares – GDT clarification

    Corporate income tax on transfer of shares – Introduction

    The Spanish General Directorate of Taxes (GDT) has recently issued a binding ruling.

    The ruling clarifies the exemption from Corporate Income Tax for the transfer of shares in entities that have obtained the necessary permits for commencing their activities – even if they have not yet materialised their operations.

    This decision marks a change in the approach taken by the GDT. Of course, it will also have significant implications for businesses involved in such transactions.

    The Ruling and Background

    The ruling by the GDT centers around a consulting entity (A) that held a 100% stake in another entity (S) engaged in online gaming licenses.

    Although entity (S) had not commenced its economic activity, it had acquired all the required administrative licenses, incurring substantial expenses in the process.

    The value of these licenses exceeded 50% of entity (S)’s asset value. Entity (A) intended to transfer its entire shareholding in entity (S) to an unrelated entity.

    The GDT was asked to confirm whether the tax exemption under Article 21.3 of the Corporate Income Tax Law applied to the positive income generated from this transfer.

    The GDT concluded that as long as entity (S) had organized itself, either independently or using its own or third-party resources, for the purpose of engaging in the production or distribution of goods or services, entity (A) could avail the exemption under Article 21 of the Corporate Income Tax Law.

    This ruling reference is CV 0863/23.

    Change in Approach

    This ruling signifies a departure from a previous binding ruling, CV 2265/21, issued by the GDT in 2021.

    In that ruling, the GDT had held that the transfer of 100% shares in an entity that owned land undergoing permit processing for the installation of a solar plant was not exempt from Corporate Income Tax, as the economic activity had not materially commenced.

    However, it is worth mentioning that the tax authorities of Navarra had already deviated from this approach, deciding in a similar case that the exemption should indeed apply.

    Implications and Expert Insights

    The recent ruling by the GDT is a positive development for businesses seeking clarity on the Corporate Income Tax exemption. It brings reassurance and aligns with the correct interpretation of the law.

    Nevertheless, it is crucial to evaluate each case individually, considering the specific circumstances and ensuring proper declaration of all economic activities performed up until the point of the share transfer.

    Corporate income tax on transfer of shares – Conclusion

    The Spanish General Directorate of Taxes has taken a significant step in clarifying the application of the Corporate Income Tax exemption in these circumstances.

    Theruling marks a departure from a previous stance and provides much-needed clarity for businesses engaging in such transactions.

    As always, careful consideration of each case’s particulars is essential to ensure compliance with tax regulations.

    If you have any queries about corporate income tax on transfer of shares or Spanish tax matters in general, then please do get in touch.

    The content of this article is provided for educational and information purposes only. It is not intended, and should not be construed, as tax or legal advice. We recommend you seek formal tax and legal advice before taking, or refraining from, any action based on the contents of this article.

    Qualifying Income and Free Zones: the final pieces of the corporate tax jigsaw?

    Qualifying income of free zones – Introduction

    So, on 1 June 2023, the UAE began its new life with a brand, spanking new corporate income tax.

    However, right up until the last minute, we were still left waiting for the final pieces in the legislative jigsaw.

    These have now been revealed.

    The final pieces of the jigsaw?

    The Ministry shared the details of this new tax framework during a press conference held in Abu Dhabi. This included:

    (1) Cabinet Decision No. 55 of 2023 on Determining Qualifying Income; and

    (2) Ministerial Decision No. 139 of 2023 on Qualifying Activities and Excluded Activities.

    Free zone corporate tax

    One of the key highlights of the new tax regime is the introduction of the Free Zone Corporate Tax, which applies to “Free Zone Persons.”

    This term refers to juridical entities that are incorporated or registered within a Free Zone.

    However, it’s important to note that this tax regime is only applicable within the designated areas of the Free Zones.

    Businesses can contact their respective Free Zone Authority to confirm whether the Free Zone qualifies for zero percent tax.

    Free zone Corporate Tax regime

    Under the Freezone Corporate Tax regime, only income derived from activities exclusively conducted within the Free Zone will be subject to taxation.

    This concept is reflected in the definition of “Qualifying Income,” which includes income generated from transactions with other Free Zone Persons, as well as domestic and foreign sourced income resulting from the performance of any “Qualifying Activities” listed in the related Ministerial Decision.

    Qualifying income of free zones – Qualifying Activities

    The Qualifying Activities encompass various sectors, such as manufacturing of goods or materials, processing of goods or materials, holding of shares and other securities, ship ownership and operation, reinsurance services, fund management services subject to UAE regulatory oversight, and wealth and investment management services also subject to UAE regulatory oversight.

    Other qualifying activities include headquarter services to related parties, treasury and financing services to related parties, financing and leasing of aircraft, logistics services, distribution within or from a designated zone meeting specific conditions, and any activities ancillary to the aforementioned sectors.

    Excluded activities

    However, income derived from certain specific “Excluded Activities” will not be considered as “Qualifying Income” regardless of whether it originates from a Free Zone Person or is part of a Qualifying Activity.

    Excluded Activities encompass income derived from transactions with natural persons, income derived from certain regulated financial services activities, income derived from intangible assets, and income derived from immovable property, excluding transactions with Free Zone Persons involving commercial immovable property located within a Free Zone.

    De minimis

    To ensure compliance with the tax regime, there are de minimis requirements in place.

    If a Free Zone Person earns income from Excluded Activities or any other income that does not qualify as Qualifying Income, they will be disqualified from the tax regime unless the non-qualifying revenue remains below the lower of either 5 percent of their total revenue or AED 5 million.

    It’s worth noting that revenue attributed to a Free Zone Person’s domestic or foreign permanent establishment, as well as revenue from immovable property within a Free Zone that does not qualify for the tax regime, will not be considered for the de minimis threshold. Instead, the associated taxable income will be subject to the regular UAE Corporate Tax rate of 9 percent.

    Breaching the de minimis

    In cases where the de minimis requirements are not met, or if a Free Zone Person no longer satisfies other qualifying conditions, they will lose the benefits of the Free Zone Corporate Tax regime for a minimum period of five years.

    During this period, they will be treated as an ordinary Taxable Person and subjected to Corporate Tax at a rate of 9 percent on their Taxable Income exceeding AED 375,000.

    Qualifying income of free zones – Conclusion

    The implementation of the UAE Corporate Tax regime and the introduction of the Freezone Corporate Tax mark significant developments in the country’s tax landscape.

    These changes aim to ensure clarity and fair taxation practices while providing opportunities for businesses to thrive within the Free Zones.

    If you have any queries about Qualifying income and free zones or UAE tax matters more generally, then please do not hesitate to get in touch.

    The content of this article is provided for educational and information purposes only. It is not intended, and should not be construed, as tax or legal advice. We recommend you seek formal tax and legal advice before taking, or refraining from, any action based on the contents of this article