A company established in the Netherlands for Dutch taxation purposes or considered to be established in the Netherlands is generally subject to Dutch corporate tax on income and capital gains resulting from the sale of shares, a company or other assets or considered derivatives. The Dutch corporate tax rate is 25% (for taxable profits above 200,000 euros; 20 percent for the first group of 200,000 euros from 2018). Derogations (for example. B the participation exemption for participation of 5% or more) or relief (for example. B rollover discharge) can be granted. An APA generally contains provisions such as guarantees, representations and guarantees of the parties, payment schedules and completion conditions. An essential element of the Asset Purchase Agreement is the item plan for acquired assets. Only assets in the calendar are transferred. This principle also applies to pre-contract negotiations and has been developed in the case law. In principle, one party has the exclusive power to end the negotiations, unless the negotiations have reached a sufficiently advanced stage that one party cannot unilaterally interrupt the negotiations without being held accountable to the other party. In this case, the other party may seek reimbursement of costs or an injunction to continue negotiations and, in exceptional circumstances, the benefit that has eluded them. In order to conclude the negotiations without being exposed to the above acts, the parties often reach an agreement on the pre-contract phase (for example. B a letter of intent) to minimize pre-contract obligations and responsibilities.
The Asset Purchase Agreement serves as a final contract after trading assets for sale. Once the Asset Purchase Agreement is signed, the parties are required to transfer the assets and pay the purchase price. A buyer must carefully evaluate which assets should be included and which assets should not be included. Therefore, it is likely that an asset purchase agreement will be preceded by due diligence that defines the condition and potential risks of each asset. The following restrictions will generally be included with respect to a seller`s liability for warranty applications: de minimis threshold, basket, ceiling (which can distinguish between a ceiling of basic and non-basic guarantees, and the ceiling that generally does not apply, B, for example, fraud or intentional misconduct) and recovery delays in the context of warranties. Delays are generally between 18 and 24 months, with a separate and longer time limit for basic fees and tax guarantees. Other customary restrictions do not constitute cumulative or liability for damages resulting from a purchaser`s act or omission or as part of an insurance policy. As a general rule, the parties also negotiate the determination of damages for which the seller is liable under the sale contract (z.B. if this includes loss of earnings or other related damages). Die niederl-ndische Grunderwerbsteuer (RETT) ist beim Erwerb des rechtlichen oder wirtschaftlichen Eigentums an den Den Niederlanden belegenen Immobilien zu entrichten. RETT may also be due in the event of the acquisition of a stake of at least one third in a Dutch or foreign unit (taking into account the rules of attribution) if, in short, at the time of acquisition or the previous year (on a consolidated basis), the company`s assets exceed 50% of the real estate and at least 30% of the Dutch real estate and (ii) the activities of the company 70% or more of the acquisition , the sale or operation of real estate. RETT is collected by the purchaser with a rate of 6 per cent (2 per cent for residential real estate) compared to the higher purchase price and fair value of Dutch real estate in relation to the share of the shares acquired.
The sales contract generally provides for limited termination options before the conclusion.