Alter Domus the NETHERLANDS
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Alter Domus THE NETHERLANDS WE’RE WHERE YOU NEED US. Alter Domus THE NETHERLANDS Alter Domus is a fully integrated Fund and Founded in Luxembourg in 2003, Alter Domus Corporate services provider, dedicated to has continually expanded its global service international private equity & infrastructure offer and today counts 40 offices and desks houses, real estate firms, multinationals, across five continents. This international private clients and private debt managers. network enables clients to benefit globally from Our vertically integrated approach offers the expertise of more than 2,200 experienced tailor-made administration solutions across professionals active in fund administration, the entire value chain of investment structures, corporate secretarial, accounting, from fund level down to local Special Purpose consolidation, tax and legal compliance and Vehicles. debt administration services. We are proud to serve 17 of the 20 largest private equity houses, 19 of the 20 largest real estate firms and 16 of the 20 largest private debt managers in the world. 2 ALTER DOMUS THE NETHERLANDS WE ARE PROUD WE ARE PROUD WE ARE PROUD TO SERVE TO SERVE TO SERVE OF OF OF 17THE20 19THE20 16THE20 LARGEST PRIVATE LARGEST REAL LARGEST PRIVATE EQUITY HOUSES ESTATE FIRMS DEBT MANAGERS IN THE WORLD WHY THE NETHERLANDS ? dividend withholding tax, or foreign tax of another The Netherlands is one of the best places to conduct person) business. Its main benefits include: – The Netherlands do not levy any withholding tax on – Macroeconomic stability with successful economic interest and royalties payments performance – The Netherlands do not have any capital tax – Excellent infrastructure : – Standard Dutch VAT rate is 21% • Favorable geographical location • Highly educated international oriented human CORPORATE SERVICES resources OUR RECURRING SERVICES • High quality professional services • Reliable telecommunication systems and global Domiciliation and Corporate Secretarial transportation connectivity • Domiciliation and Legal Assistance – A stable political environment – Provision of registered address and management – High standard financing system headquarters – EU member (possibilities to apply EU Directives) – Responsible for corporate legal compliance – Beneficial tax possibilities for multinational companies – Organisation and minutes of board of directors • The participation exemption grants an (100%) – Organisation and minutes of AGM exemption of Dutch corporate income tax for – Filing financial statements with Trade Register dividends and capital gains derived from subsidiary – Maintenance of electronic data and permanent companies corporate data • Around 92 double tax treatiesto avoid double – Maintenance of Shareholder’s register taxation • No Dutch withholding tax on interest and royalties • Director Mandate • Possibilities to enter into Advanced Tax Rulings – Permanent involvement in day-to-day and strategic (ATR’s) and Advance Pricing Agreements (APA’s) management with the tax authorities – Representation of the entity in dealings with third parties – Board meeting attendance DUTCH TAX SYSTEM – Corporate income tax rate of maximum 25 % Corporate Treasury Management – Participation exemption: income (dividends and • Bank Management capital gains) derived from a qualifying participation – Opening bank account, internet access and full is exempt from taxation in the Netherlands. The documentation participation exemption is generally applicable to – Maintenance of signatory list participations of at least 5% of the nominal paid-up – Organisation of general payable debts payments capital and if at least one of the following three tests – Bank statement and cash reconciliation is met : – Cash deposit • Motive Test; the participation is not held as a – General contact with Dutch banks passive investment (the investment is considered passive if it is held with the objective to obtain a • Internal Financial Instruments return that may be expected from normal active asset – Maintenance of financial instruments (loan and facility management) agreements) • Subject-to-tax Test; the subsidiary is subject to – Interest calculation, invoicing and communication an effective tax rate of at least 10%, determined – Financial receivable / payable control according to Dutch standards – Distribution to investors: statement and payment • Asset Test; less than 50% of the direct and indirect assets of the subsidiary consist of passive • Cash Flow Reporting investments – The Netherlands entity cash flow control and – The Netherlands imposes a dividend withholding reporting tax of 15% on outbound dividends. This rate may be – Consolidated cash flow control and reporting reduced pursuant a double tax treaty or EU Directives – Distributions by a Dutch Cooperative are, in principal, exempt from Dutch dividend withholding tax, unless the structure is considered abusive (i.e. if the structure is setup with (one of) the main reason(s) to avoid Dutch ALTER DOMUS THE NETHERLANDS 3 Alter Domus THE NETHERLANDS Accounting • Decision-making Process – Maintenance of accounting file (document validation, Board of Directors meeting and / or Investors filing, execution payments, ...) Committee meeting organization : – Bookkeeping and maintenance of ledgers – Setup of meeting with required quorum – Interim reporting – Issuing of agenda > collection of proxies from absent – Preparation of financial statements invitees – Entity budget control and follow-up – Collection of acquisition and financing report – Issue and communication of inter-company – Attendance at the meeting and drafting of the statements during period-end closing minutes – Audit assistance – Liaise and coordinate with third party service • Execution of Decisions Taken by Management Board providers – Execution of loan agreement or any other financial agreements – Proxy and certificate organisation with notarised Consolidation of Accounts signatures and apostil – Reconciliation of inter-company accounts – Execution of drawdown from and repayment of bank – Review of SPV accounts (local TB) credit facilities – Review of SPV accounts formatted for consolidation – Capital call for payment by investors (calculation / – Consolidation adjustments notice / collection) – Consolidation of auxiliary schedules and consolidated – Capital increase subsequent to capital call fund structure – Organisation of money transfers in creditor – Consolidated financial statements settlements / of currency conversion (forex, ...) – Assistance with data room organisation VAT Compliance – Assisting in VAT registration / removal from registry • Entity Set up and Liquidation (if applicable) – Preparation and review of incorporation / liquidation – Compiling data for VAT returns legal documents – Liquidator mandate – Issue and filing of VAT returns – Opening / closing bank account and capital – Follow-up and control of VAT statements collection / repayment – Organisation and follow up of VAT payments – Proxies and ultimate shareholder certificate (UBO) organisation – Deed of incorporation in front of a notary OUR NON-RECURRING SERVICES – Coordination of liquidation procedures New Development Project / Development – Follow up on deed registration and filing (trade Progress / Development Delivery / Project Exit register excerpt, ...) • Company Formation Services – Assistance with setting up of companies • Process Finalization – Implementing complex international structures as – Communication of all documentation to third parties part of restructuring plans and M&A – Collection or compiling of transaction “Bible” – Selecting and coordinating with the best independent – Participation in the administrative organization of the tax specialists and lawyers in the Netherlands in SPV setting up these structures • Initial and Preparatory Work Issue of transaction file : – Collection and analysis of financial statements (asset deal) – Scheduling of transaction structure through the vehicle – Transaction step plan – Cash drawing calculation – Cash flow structuring (asset deal) – Control of legal and tax compliance for proposed transaction structure 4 ALTER DOMUS THE NETHERLANDS BUSINESS PARTNERS BUSINESS OFFICE SERVICES www.bos-international.com – High-quality furnishings, including desk, desk trolley, office chair, filing cabinet and telephone – Company name at office entry door – Broadband internet access and WiFi – Allocation of a telephone line – Personalized telephone answering services – Mail and courier services – Reception of visitors from 8am to 6pm, Monday to Friday – 24-hour access with your personal access card – Daily cleaning of the premises – Electricity, heating and air conditioning – Organization of board meetings – Facilities and administrative services OFFICE Alter Domus Nederland B.V. Amstelveenseweg 760, 3rd floor 1081 JK Amsterdam The Netherlands T + 31 20 504 3800 [email protected] Domus 2019 © Alter www.alterDomus.com WE’RE WHERE YOU NEED US..