2019
Holding Regimes 2019 Comparison of Selected Countries © Loyens & Loeff N.V. 2019
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This publication does not constitute tax or legal advice and the contents thereof may not be relied upon. Each person should seek advice based on his or her particular circumstances. Although this publication was composed with the greatest possible diligence, Loyens & Loeff N.V., the contributing firms and any individuals involved cannot accept liability or responsibility for the results of any actions taken on the basis of this publication without their cooperation, including any errors or omissions. The contributions to this book contain personal views of the authors and therefore do not reflect the opinion of Loyens & Loeff N.V. Introduction
We are pleased to present the 14th edition of our Holding Regimes publication. Malta Francis J. Vassallo & Associates www.fjvassallo.com Ireland Matheson www.matheson.com This publication provides a practical tool to compare the main features of the holding Cyprus Elias Neocleous & Co www.neo.law company regimes in the covered jurisdictions. Initially developed as an internal tool for our Mauritius BLC Robert & Associates www.blc.mu tax practitioners, the popularity of such tool led to the decision to share its usefulness on a Spain Cuatrecasas www.cuatrecasas.com wider basis with our friends and clients. We hope that you will find this annual update of the publication useful and that it will find a permanent place on your desk. It will not have escaped anybody’s attention that international taxation is developing at an unprecedented pace. The OECD/G20 Base Erosion and Profit Shifting (’BEPS’) project The jurisdictions included in this publication were selected based on a number of factors. presented by the G20 in 2015 has led to various developments, including amendments to the The inclusion (or non-inclusion) of a particular jurisdiction does not entail judgment by OECD Model Tax Convention, the introduction of Country-by-Country Reporting and Local Loyens & Loeff on such jurisdiction. The selected countries are included in alphabetical order. File/Master File obligations for multinational enterprises and the Multilateral Convention to Implement Tax Treaty Related Measures to Prevent Base Erosion and Profit Shifting (‘MLI’) that This publication is intended as a tool for an initial comparison of the most relevant tax aspects will amend tax treaties of participating jurisdictions. As of 1 February 2019, 87 countries have of the selected holding company regimes and should not be used as a substitute for obtaining signed the MLI. The MLI – and in particular the principal purposes test it contains – is expected local tax advice. The information contained in this publication reflects laws that are in effect as to further accelerate the alignment of legal structures and business functions. Most recently (as per 1 January 2019, unless otherwise mentioned. of the finalisation date of this publication), the OECD outlined three policy options addressing tax challenges posed by the increasing digitalisation of the economy. With respect to the selected jurisdictions in which Loyens & Loeff has offices with a domestic tax practice (Belgium, Luxembourg, the Netherlands and Switzerland), such offices have Also within the EU, BEPS-related developments are occurring rapidly. The Anti-Tax Avoidance provided the information contained herein. With respect to the selected jurisdictions in which Directive (‘ATAD’) was adopted by the European Council on 12 July 2016 and a supplement Loyens & Loeff has offices but no domestic practice (Hong Kong, Singapore and the United to ATAD (‘ATAD 2’), was adopted on 29 May 2017. Many of the ATAD measures have become Kingdom), the information was gathered from publicly available sources and reviewed by local effective within the EU as from 1 January 2019. The anti-hybrid-mismatch rules of ATAD 2 tax experts. With respect to the other selected jurisdictions, we obtained the information from will generally become effective in EU Member States on 1 January 2020 (except for certain the firms listed below. We gratefully acknowledge the contributions of the aforementioned local rules which may, under circumstances, become effective on 1 January 2022). Furthermore, tax experts and the below-listed firms. Additional information regarding the holding company discussions on, for example, a Common (Consolidated) Corporate Tax Base within the EU regime in the selected jurisdictions may be obtained by contacting one of the Loyens & Loeff remain ongoing. offices at the addresses shown on page 81 or one of the contributing firms via their website shown below or the contact person listed on page 79. Loyens & Loeff New York Mick Knops, editor Table of contents
Part I - Belgium, Cyprus, Hong Kong, Ireland, Part II - Mauritius, the Netherlands, Singapore, Spain, Luxembourg and Malta Switzerland and the United Kingdom
1. Tax on capital contributions 6 1. Tax on capital contributions 41
2. Corporate income tax 7 2. Corporate income tax 42 2.1 Corporate income tax (‘CIT’) rate 7 2.1 Corporate income tax (‘CIT’) rate 42 2.2 Dividend regime (participation exemption) 10 2.2 Dividend regime (participation exemption) 44 2.3 Gains on shares (participation exemption) 15 2.3 Gains on shares (participation exemption) 50 2.4 Losses on shares 17 2.4 Losses on shares 54 2.5 Costs relating to the participation 18 2.5 Costs relating to the participation 56 2.6 Tax rulings 21 2.6 Tax rulings 59
3. Withholding taxes payable by the holding company 23 3. Withholding taxes payable by the holding company 61 3.1 Withholding tax on dividends paid by the holding company 23 3.1 Withholding tax on dividends paid by the holding company 61 3.2 Withholding tax on interest paid by the holding company 26 3.2 Withholding tax on interest paid by the holding company 64 3.3 Withholding tax on royalties paid by the holding company 28 3.3 Withholding tax on royalties paid by the holding company 66
4. Non-resident capital gains taxation 29 4. Non-resident capital gains taxation 67
5. Anti-abuse provisions / CFC rules / BEPS measures 30 5. Anti-abuse provisions / CFC rules / BEPS measures 69
6. Income tax treaties / MLI 35 6. Income tax treaties / MLI 72 6.1 Signatory to the MLI / ratification 35 6.1 Signatory to the MLI / ratification 72 6.2 Income tax treaties and effect of the MLI 37 6.2 Income tax treaties and effect of the MLI 73 Part I Belgium, Cyprus, Hong Kong, Ireland, Luxembourg and Malta Holding Regimes 6
1. Tax on capital contributions
Belgium Cyprus Hong Kong Ireland Luxembourg Malta
There is a flat fee of EUR 50. There is a flat fee of EUR 105 Hong Kong does not levy There is no capital contribution There is no tax on capital There is no capital contribution for registration and an annual capital duty. tax in Ireland. contributions in Luxembourg. tax in Malta. company maintenance fee of EUR 350. A business registration fee There is, however, a company is payable on an application registration fee of EUR 245 Notional interest deduction for the incorporation of a – 2,250, depending on the A notional interest deduction company and the registration amount of the authorised share (‘NID’) is available on new of a business. As of 1 April capital. equity capital introduced into 2017, business registration companies and permanent fees are HKD 2,000 (for a establishments of foreign one-year certificate) and companies. The NID is limited HKD 5,200 (for a three- to 80% of the taxable profit year certificate). In addition, before deducting the NID, and companies are required to no NID will be allowed in the pay a levy for the Protection event of losses. Unutilised NID of Wages on Insolvency Fund cannot be carried forward to on their business registration be offset against future years’ certificates. As of 1 April profits. 2017, the amount of the levy is reduced to HKD 250 per annum (for a one- year certificate) and HKD 750 (for a three-year certificate).
A sale and purchase of shares in a Hong Kong company is subject to a stamp duty of HKD 5 plus 0.2% on the greater of the consideration and the market value. The stamp duty is levied on the buyer and the seller (each 0.1%). Holding Regimes 7
2. Corporate income tax 2.1 Corporate income tax (‘CIT’) rate
Belgium Cyprus Hong Kong Ireland Luxembourg Malta
29.58% (29% increased by a The general corporate income A two-tiered profits tax rates The rate is 12.5% on trading The effective combined 35% crisis surcharge of 2%). The tax (‘CIT’) rate is 12.5%. regime applies if the following income and 25% on passive maximum CIT rate is 26.01%, CIT rate will further decrease cumulative conditions are met: income. However, certain consisting of national CIT, The combined overall effective to 25% as from 2020. Under Special defence (i) the person carries on trading dividends from foreign municipal business tax rate may be reduced to between certain conditions, SMEs can contribution tax a trade, profession or subsidiaries located in an EU (Luxembourg City rate) 0% and 10% by application of benefit from a reduced rate of Interest received other than business in Hong Kong; member state or in a country and contribution to the Malta’s full imputation system 20.4% on the first tranche of in, or closely related to, the (ii) that trade, profession or with which Ireland has a double unemployment fund. and refund mechanism. EUR 100,000 taxable income. ordinary course of business business generates profits; tax treaty or in a country which is subject to a 30% special and has ratified the Convention Net wealth tax Malta operates a full imputation Minimum taxable base defence contribution tax (‘SDC (iii) the profits arise in or are on Mutual Assistance in Tax Annual net wealth tax is levied system such that dividends 30% of the taxable income tax’) on the amount received, derived from Hong Kong. Matters or whose principal on the net assets of a company distributed carry a credit in exceeding a first tranche of without any deduction for class of shares (or the shares as per January 1 of each year. favor of a recipient shareholder EUR 1 million will qualify as costs of earning the interest. The profits tax rate for the first of a 75% parent company) is The first EUR 500 million of (resident or non-resident) a minimum effective taxable The SDC tax is withheld at HKD 2 million of corporate traded on a recognised stock taxable net wealth is taxed at equivalent to the amount of basis. source if it concerns interest profits is 8.25%, while the exchange are taxed at 12.5%. a rate of 0.5% and a reduced underlying CIT paid by the income received from Cyprus, standard profits tax rate of rate of 0.05% applies to any distributing company on the The minimum taxable basis will otherwise by assessment on 16.5% remains for profits excess. profits out of which the dividend be determined as follows: the basis of a tax return. exceeding HKD 2 million. was distributed. 1. The taxable basis is Participations that qualify for determined and the Interest received in, or closely A ‘person’ is defined as a the participation exemption Additionally, part of that following tax deductions are related to, the ordinary course corporation, partnership, on dividends are exempt from underlying CIT paid may be made (in this order): exempt of business is not subject to trustee and body of persons. net wealth tax. See 2.2 below refunded to the recipient dividends, patent income SDC tax but is subject to CIT for the applicable conditions, shareholder (resident or non- deduction, innovation at the rate of 12.5% mentioned Hong Kong operates a except for the 12 month resident), depending on the deduction and investment above. territorial system of profits holding period requirement nature and source of the profits deduction. tax, whereby profits are only which is not applicable for the out of which the dividend was 2. If after those deductions, taxable if the profits arise in or exemption from net wealth tax. distributed. the remaining taxable basis are derived from Hong Kong. exceeds EUR 1 million, the Therefore, any offshore profits Minimum net wealth tax Foreign tax credit following deductions can arising in or derived elsewhere Companies having their Foreign tax actually paid or only be applied to 70% of and remitted to Hong Kong are statutory seat or place of deemed to have been paid can the taxable basis exceeding not chargeable to Hong Kong effective management in be credited against Malta tax EUR 1 million, in the profits tax. Luxembourg (i) whose assets due on the foreign income. The following order: the current at the end of the preceding tax credit cannot be higher than year notional interest fiscal year consist for more than the Malta tax on that income. Holding Regimes 8
Belgium Cyprus Hong Kong Ireland Luxembourg Malta
deduction, the carry- The determination of the source 90% of financial fixed assets, The claim of relief for foreign forward dividends received of profits can be complicated transferable securities and cash tax paid/deemed to be paid, deduction, the carry-forward and can involve uncertainty. items and (ii) whose balance affects the level of refund innovation deduction, the Taxpayers may conclude sheet total at the end of the that may be claimed by the carry-forward losses, and advance tax rulings with the preceding fiscal year exceeds shareholder upon a distribution finally, the carry-forward Inland Revenue Department in EUR 350,000 are subject to an of profits. notional interest deduction. order to obtain certainty. annual minimum net wealth tax of EUR 4,815. The excess deductions are carried forward to the following In case the two above years. An exception to the mentioned thresholds are not minimal taxable basis exists met, the amount of minimum for carry-forward tax losses net wealth tax due depends incurred by start-up companies on the balance sheet total of during the first four taxable the taxpayer at the end of the periods. preceding fiscal year, with a minimum of EUR 535 and a Notional interest deduction maximum of EUR 32,100. The notional interest deduction allows Belgian companies to deduct a notional amount from their taxable income. The notional amount is calculated on the incremental risk capital which equals 1/5 of the positive difference between the net equity at the end of the year concerned and the net equity at the end of the fifth preceding year. Specific conditions apply.
Minimum Remuneration Each company that does not pay a minimum annual remuneration of the lower of Holding Regimes 9
Belgium Cyprus Hong Kong Ireland Luxembourg Malta
EUR 45,000 or the taxable basis to one of its individual managers will have to pay a separate tax equal to 5% on the deficit. This separate tax does not apply to small companies during their first four tax periods and is tax deductible. For affiliated companies of which at least half of the directors are the same people, the total amount of the minimum director fee has to amount to EUR 75,000 and the separate tax would be due by the company with the highest taxable basis. Holding Regimes 10
2.2 Dividend regime (participation exemption)
Belgium Cyprus Hong Kong Ireland Luxembourg Malta
Dividends received are In principle all dividends derived Dividends received from a Ireland operates a ‘credit’ Dividends (including liquidation Generally, dividends received fully exempt from CIT if from a foreign participation are company subject to Hong system as opposed to a distributions) derived from a by a Malta company are the participation meets the fully exempt from tax, unless Kong profits tax are not participation exemption. participation are fully exempt subject to 35% tax. following cumulative conditions: the dividend anti-tax avoidance included in the assessable from CIT if the following (i) minimum participation of at rules apply. No minimum profits of any other Hong Kong The law provides for a system cumulative conditions are met: However, in case of a company least 10% or with acquisition participation or minimum taxpayer. of onshore pooling of tax (i) a minimum participation receiving dividends from a value of EUR 2.5 million; holding period requirement credits to deal with the situation of at least 10% or with an ‘participating holding’ (provided (ii) held (or commitment to applies. In practice, dividends received where foreign tax on dividends acquisition price of at least certain anti-abuse provisions hold) in full property for at by a Hong Kong company exceeds the Irish tax payable EUR 1.2 million is held; are also satisfied, see below), least 12 months; The dividend anti-tax avoidance from a foreign company are (being either at the 12.5% or (ii) the participation is held in there are two options: (iii) subject-to-tax requirement: rules apply if more than 50% of treated as offshore profits and 25% rate). Foreign tax includes (i) a capital company that is (i) benefiting from the dividends will not be exempt the paying company’s activities hence are not subject to profits any withholding tax imposed fully subject to Luxembourg participation exemption, in if distributed by: result directly or indirectly from tax regardless of substance, by the source jurisdiction on CIT or a comparable foreign which case no tax is paid on a) a company that is not investment income and the foreign taxes paid, minimum the dividend itself as well as an tax (i.e. a tax rate of at such dividends; or subject to Belgian CIT or foreign tax is significantly lower holding period and percentage amount of underlying foreign least 9% and a comparable (ii) paying tax at the rate of to a similar foreign CIT than the tax rate payable in of ownership. tax. The onshore pooling tax base; a ‘Comparable 35%, in which case, upon or that is established Cyprus. Both conditions must system enables companies to Tax’) or (ii) an EU entity that a distribution of dividends in a country the normal be met for the rules to be mix the credits for foreign tax qualifies for the benefits of by the Malta company from tax regime of which triggered. If they do apply, the on different dividend streams the EU Parent-Subsidiary dividends derived from a is substantially more dividend will be subject to 17% for the purpose of calculating Directive; and ‘participating holding’, the advantageous than SDC tax. the overall credit. Dividends (iii) on the distribution date, shareholder can claim a the normal Belgian tax that are taxed at 12.5% are the holding company must 100% refund of the tax paid regime; The 50% test requires a pooled separately to dividends have held a qualifying by the company on such b) a finance company, a quantitative assessment of the that are taxed at 25%. Thus, participation continuously dividends. treasury company or an foreign subsidiary’s activities, any excess ‘credit’ on one for at least 12 months (or investment company including income from any dividend may be credited must commit itself to hold Therefore, Malta tax on subject to a tax regime subsidiaries it may have. against the tax payable on such participation for at dividends received from a that deviates from the Where no tax is payable by the another dividend received in least 12 months). ‘participating holding’ is, in normal tax regime; foreign subsidiary because of the accounting period within both scenarios, effectively zero. c) a regulated real estate a local tax exemption, the tax each pool. See, however, under 5 company or a non- burden of the foreign subsidiary below regarding the potential A company has a ‘participating resident company (i) the for the purposes of the tax Foreign underlying tax includes application of the anti- abuse holding’ if any one of the main purpose of which burden aspect of the dividend corporation tax levied at rule and the anti-hybrid rule to following six conditions is is to acquire or construct anti-tax avoidance test is zero. state and municipal level and income derived from EU entities satisfied: real estate property and withholding tax. In this respect, that fall within the scope of the Holding Regimes 11
Belgium Cyprus Hong Kong Ireland Luxembourg Malta
make it available on SDC tax is payable on the full it is possible to look through EU Parent-Subsidiary Directive. (i) the company directly the market, or to hold dividend if the dividend anti-tax any number of tiers of holds at least 10% of the participations in entities avoidance rules are triggered. subsidiaries. Certain tax treaties concluded equity shares or capital of purpose, (ii) that is by Luxembourg grant a a company conferring an required to distribute Cyprus has incorporated the An additional credit is available participation exemption for entitlement to at least 10% part of its income to its anti-avoidance provisions of the where the credit calculated dividends under conditions of any two of: shareholders, and (iii) that current EU Parent- Subsidiary under Ireland’s existing rules is different than those listed above. - the right to vote; benefits from a regime Directive in its legislation. less than the amount of credit - profits available for which deviates from the Dividends received by Cyprus that would be computed by Once the minimum threshold distribution; and normal tax regime in its resident companies from reference to the nominal rate and holding period are met, - assets available for country of residence; abroad will not be exempt of tax in the EEA country from newly acquired shares of a distribution on a winding d) a company receiving from CIT if the payment of the which the dividend is paid. qualifying participation will up; foreign non-dividend dividend is a tax-deductible This additional national credit immediately qualify for the (ii) the company is an equity income that is subject expense for the company is capped at the lower of the participation exemption. shareholder holding an to a separate tax regime paying the dividend under the nominal rate of foreign CIT or Dividends (excluding liquidation investment representing deviating from the laws of the country in which it the Irish rate of corporate tax distributions) derived from a the company is an equity normal tax regime in the is resident. In addition, there on the foreign dividend (i.e. participation which meets the shareholder holding an company’s country of is no exemption from CIT for 12.5% or 25%). subject-to- tax requirement, investment representing a residence; dividends received under an but not (all of) the remaining total value of at least EUR e) a company realizing arrangement that has been put Where the relevant rate of conditions, are exempt for 50%. 1,164,000 which is held for profits through one or in place with the main purpose taxation on dividends received Such partial exemption only an uninterrupted period of at more foreign branches of obtaining a tax advantage in Ireland is 12.5% or 25%, applies if the participation is held least 183 days; subject in global to a and that is not based on valid as the case may be, to the in a company that is resident in (iii) the company is an equity tax assessment regime commercial reasons reflecting extent that credits received for a treaty country or is a qualifying shareholder in a company that is substantially more the underlying economic reality. foreign tax equal or exceed the entity under the EU Parent- and is entitled at its option advantageous than the applicable Irish rate of 12.5% Subsidiary Directive. to call for and acquire the Belgian regime; Finance subsidiaries or 25%, then there will be no entire balance of the equity f) an intermediary company Financing activities that fulfill the tax payable in Ireland. shares in the company; (re)distributing dividend conditions set out in paragraph (iv) the company is an equity income of which 10% or 2.1 above for interest to Unused credits can be carried shareholder in a company more is ‘contaminated’ be treated as arising in the forward indefinitely and and is entitled to sit on the pursuant to the above ordinary course of business offset similarly in subsequent board of directors of that rules; are considered to be trading accounting periods. The credit company, or to appoint a g) a company, to the extent activities and the resultant system applies where the Irish person as director of that it has deducted or can income is not considered to be holding company holds a 5% company; Holding Regimes 12
Belgium Cyprus Hong Kong Ireland Luxembourg Malta
deduct such income passive income. Consequently, shareholding in the relevant (v) a company is an equity from its profits; or dividends derived from a group subsidiary. These provisions shareholder in a company h) a company, that financing company which fulfils apply to dividends received and has acquired such distributes income that such conditions are exempt from all countries. equity shareholding for is related to a legal from SDC tax. the furtherance of its own act or a series of legal Apart from the above- business and does not (i) acts, of which the tax discussed credit system, hold it as trading stock; administration has dividends received by a (vi) the company is an equity demonstrated, taking portfolio investor which form shareholder in a company into account all relevant part of such investor’s trading and is entitled to a right of facts and circumstances income are exempt from Irish first refusal exercisable in the and except proof to the corporation tax. Portfolio event of a proposed disposal, contrary, that the legal investors are companies which redemption or cancellation act or series of legal acts hold not more than 5% of the of all of the equity shares or are not genuine (i.e., that share capital (either directly capital of the company. are not put into place for or together with a connected valid commercial reasons person) and not more than In all above cases, an ‘equity which reflect economic 5% of the voting rights of the shareholding’ is a participation reality) and have been dividend paying company. in the share capital of a put in place with the company (which is not a main goal or one of the property company as defined) main goals to obtain the which entitles the holder to at deduction or one of the least two of: benefits of the Parent- - the right to vote; Subsidiary Directive in - the right to profits available for another member state of distribution; and the European Union. - the right to assets available for distribution on a winding up. The Belgian tax authorities have published a list of countries of The participation exemption and which the standard tax regime the full refund with respect to a is deemed to be substantially ‘participating holding’ only apply more advantageous than the if certain anti-abuse provisions Belgian regime. Generally, this are satisfied. For that purpose, will be the case if the standard the company in which the Holding Regimes 13
Belgium Cyprus Hong Kong Ireland Luxembourg Malta nominal tax rate or the effective participation is held must satisfy tax rate is lower than 15%. one of the following conditions: However, the tax regimes of (i) the company is resident or EU countries are deemed not incorporated in a country or to be more advantageous, territory that forms part of the irrespective of the applicable EU; rates. (ii) the company is subject to tax at a rate of at least 15%; Note that exceptions to one or the company does not or some of the subject- to-tax derive more than 50% of its requirements are available income from passive interest for e.g. EU-based finance or royalties. companies and investment companies that redistribute at Alternatively, if none of the least 90% of their net income. above three conditions are met, the anti-abuse requirements Also for certain intermediary will be met if the following two companies, exceptions to the conditions are satisfied: exclusion from the participation (i) the company or its passive exemption may apply. The interest or royalties have same is true for companies been subject to foreign tax at with low taxed foreign a rate of at least 5%; and branches. (ii) the Malta company’s equity investment in the company is not a portfolio investment.
If the above anti-abuse provisions are not met, the dividends are subject to 35% tax and upon the distribution of a dividend by the Malta company, the shareholder may claim a refund of 5/7 or 2/3 of the Malta tax paid on such dividend. Holding Regimes 14
Belgium Cyprus Hong Kong Ireland Luxembourg Malta
An additional anti-abuse provision applies as from 1 January 2016. Pursuant thereto, the participation exemption does not apply with respect to a profit distribution received from a participating holding resident in the EU by a Malta resident parent company or by the Malta permanent establishment of an EU resident parent company, in case (i) such distribution is exempt from withholding tax pursuant to the EU Parent-Subsidiary Directive and (ii) such distribution is deductible by the EU participating holding company in that other EU member state.
Finally, dividends received from a company that does not qualify as a participating holding are not eligible for the participation exemption. Such dividends are taxed at 35% and, upon distribution of a dividend by the Malta company, the shareholder may claim a 6/7 or 2/3 refund of the Malta tax paid on such dividend. Holding Regimes 15
2.3 Gains on shares (participation exemption)
Belgium Cyprus Hong Kong Ireland Luxembourg Malta
Gains realised by the holding In principle any profits from the Profits arising from the sale The disposal of shares in a Gains (including currency The same rules apply to capital company on the alienation of disposal of securities (shares, of capital assets are exempt subsidiary company (referred exchange gains) realised on gains as to dividends, except shares are fully exempt from bonds, debentures, founder’s from profits tax. Capital gains to in the law as the ‘investee’) the alienation of a participation that the anti-abuse provisions CIT to the extent that potential shares and other company derived from a sale of shares by an Irish holding company are exempt from CIT under the referred to under 2.2 above income derived from those securities) are exempt from are exempt provided that the (referred to in law as the following conditions: do not apply in the context of shares would be exempt under taxation. Gains from the gain is regarded as ‘capital’ ‘investor’) is exempt from Irish (i) a minimum participation of capital gains. the dividend participation disposal of shares of unlisted rather than ‘revenue’ in nature capital gains tax in certain 10% or with an acquisition exemption (see 2.2 above) and companies directly or indirectly or the gain is non- Hong Kong circumstances. An equivalent price of at least EUR 6 million provided that the shares have owning immovable property in sourced. exemption applies to the is held; been held in full property for at Cyprus are subject to capital disposal of assets related to (ii) the participation is held in least 12 months. gains tax at 20% to the extent shares, which include options (i) a capital company that is that the gains are derived from and securities convertible into fully subject to Luxembourg Only the net gain realised such property. shares. CIT or a comparable foreign will be exempt, i.e. after the tax (i.e. a tax rate of at least deduction of the alienation The exemption is subject to the 9% and a comparable tax costs (e.g. notary fees, bank following conditions: base) or (ii) an EU entity fees, commissions, publicity (i) the investor must directly or qualifying under the EU costs, consultancy costs etc.). indirectly hold at least 5% Parent- Subsidiary Directive; A specific anti-abuse provision of the investee’s ordinary and applies to capital gains on share capital, be beneficially (iii) on the date on which the shares following a temporarily entitled to not less than capital gain is realised, the tax-exempt exchange of shares 5% of the profits available holding company has held at the occasion of which the for distribution to equity a qualifying participation subject-to-tax requirement was holders of the investee continuously for at least not fulfilled. company and be beneficially 12 months (or must entitled to not less than commit itself to hold such The minimum participation 5% of the assets of the participation for at least requirement does not apply investee company available 12 months). to insurance and reinsurance for distribution to equity companies that hold holders. Shareholdings held Once the minimum threshold participations to hedge their by other companies which and holding period are met, liabilities. are in a 51% group with the newly acquired shares of a investor company may be qualifying participation will Any holding company that taken into account; immediately qualify for the meets the minimum participation exemption. Holding Regimes 16
Belgium Cyprus Hong Kong Ireland Luxembourg Malta participation and subject-to-tax (ii) the shareholding must be The capital gains exemption requirements but that does not held for a continuous period described in this paragraph meet the requirement to hold of at least twelve months does not apply to the extent of the shares in full property for in the 2 years prior to the previously deducted expenses, at least one year, is subject to disposal; write-offs and capital losses tax at a rate of 25.5% (25% (iii) the business of the investee relating to the respective as from 2020) or 20.4% (if must consist wholly or participation (recapture). Such applicable) on gains realised on mainly of the carrying on a recapture can in principle the alienation of those shares. of a trade or trades or be offset against any carry alternatively, the test may forward losses available for tax Unrealised gains be satisfied on a group purposes (i.e., losses incurred Unrealised gains are exempt basis where the business during the years 1991 – 2016: from CIT (i) to the extent of the investor company, indefinite loss carry forward and that they are booked in an its 5% subsidiaries and losses incurred as from 2017: unavailable reserve account the investee (i.e. the Irish 17 year loss carry forward), and (ii) to the extent that - holding company and its resulting from previously should the gains not be booked subsidiaries) when taken deducted expenses, write-offs - they do not correspond to together consist wholly or and capital losses. previously deducted losses. mainly of the carrying on of a trade or trades; and The anti-hybrid rule and the If shares are later disposed of, (iv) the investee company must anti-abuse rule referred to in the reserve account can be be a qualifying company. section 5 below do not apply released without triggering any A qualifying company is one to the capital gains exemption CIT, provided the gain relates that: described above. to a participation that meets (a) does not derive the the participation exemption greater part of its value requirements described above. from Irish land/ buildings, minerals, mining and exploration rights; and (b) (ii) is resident in the EU (including Ireland) or in a double taxation treaty partner jurisdiction. Holding Regimes 17
2.4 Losses on shares
Belgium Cyprus Hong Kong Ireland Luxembourg Malta
Losses incurred on a Losses incurred on the disposal Capital losses are non- Depreciation on the value of the Write-offs and capital losses Deductible capital losses may participation, both realised of shares are not tax deductible deductible for profits tax underlying subsidiary shares is on a participation (including only be offset against taxable and unrealised, cannot be unless the shares are in an purposes, provided that the not tax deductible. currency exchange losses) capital gains realised in the deducted, except for (realised) unlisted company directly or loss is regarded as ‘capital’ are deductible, except if it current and following years. losses incurred upon liquidation indirectly holding real estate in rather than ‘revenue’ in nature In certain circumstances concerns a write-off in relation of the subsidiary up to the Cyprus. A loss on the shares of and/or the loss is non-Hong where the value of the shares to a pre-acquisition dividend. Capital losses incurred by a amount of the paid-up share such a company is deductible Kong sourced. is completely dissipated, the company may not be used to capital of that subsidiary. from current year capital gains taxpayer may make a claim Note that the deducted write- offset capital losses incurred deriving from the disposal of (i) to the Inspector of Taxes offs and capital losses may by another company that Cyprus real estate (ii) or shares responsible for that taxpayer be recaptured in a future year belongs to the same group of of an unlisted company which and when the Inspector is if a capital gain is realised on companies. directly or indirectly holds satisfied that the value of the the alienation of the respective Cyprus real estate. Unused asset has become negligible, participation (see under 2.3 losses may be carried forward the Inspector may allow a above). for up to 5 years for offset claim whereby the taxpayer against future taxable capital is deemed to have sold and gains. immediately reacquired the asset for consideration of an amount equal to the value of the shares thus crystallizing a capital loss. This capital loss is only deductible against capital gains. However, where the disposal would have qualified for relief from capital gains taxation under the exemption referred to under 2.3 above a claim for loss of value cannot be made.
Capital losses incurred on the transfer of shares are only deductible against capital gains. Holding Regimes 18
2.5 Costs relating to the participation
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Costs relating to the acquisition The general position is that The general rule is that in Certain expenses related to Costs relating to a qualifying There are no thin capitalisation and/or the management of the all expenses wholly and ascertaining a taxpayer’s managing investment activities participation are generally rules in Malta. participation are deductible exclusively incurred by a taxable profits, a deduction of ‘investment companies’ are deductible (subject to the under the normal conditions. company in the production is allowed for all (outgoings allowed against the company’s below-discussed interest The general rule is that an of its taxable income and and) expenses incurred by total profits. An investment deduction limitation rules). expense is deductible if it is Such costs generally include evidenced by adequate the taxpayer in the production company is defined as any However, the deduction of wholly and exclusively incurred interest expenses related to supporting documentation of profits chargeable to company whose business such costs is permitted only in the production of the acquisition debt. However, will be allowed as deductible. profits tax. Costs, including consists wholly or mainly in the to the extent they exceed the company’s income and it is not in recent case law the tax There are no thin capitalisation interest expenses, incurred in making of investments, and exempt dividend and capital specifically disallowed. deductibility of interest rules in Cyprus. connection with a participation the principal part of whose gains income derived from the expenses in the context of are generally non-deductible income is derived from those respective participation in that Interest expenses are generally a debt push down has been Even though the law does as dividends and capital gains investments. This can include year. deductible if the Revenue successfully challenged by not contain any specific derived from a participation are holding companies whose Authorities are satisfied that the tax authorities. Further to limitation with respect to exempt from profits tax. investment in this case is the As from 1 January 2019, the the interest was paid on debt the new interest deduction the deduction of expenses subsidiaries. deductibility of ‘exceeding employed to generate taxable limitation rule (see under related to the acquisition of There are no thin capitalisation borrowing costs’ (generally, the income. If, in any year, the 5 below) and the debt-to- a participation by a holding rules. Other strict rules may Interest payments relating to excess of interest expenses interest expense exceeds equity ratio of 5:1 should be company, the tax authorities restrict the deductibility of the financing of the acquisition over interest income) is limited the income derived from the observed. Certain exceptions normally successfully argue interest, in particular on of the subsidiaries may be to the higher of (i) 30% of the employment of such debt, exist. that such expenses are not borrowings from non-Hong deductible. However, as an Luxembourg taxpayer’s EBITDA the excess interest expense tax deductible, since dividends Kong residents. anti-abuse measure, interest (which does not include exempt may not be carried forward derived from the participation relief is generally not available income) for the financial year to subsequent years to are exempt from tax. However, when the interest is paid on a and (ii) EUR 3 million. offset income generated in interest incurred in acquiring loan obtained from a related subsequent years. a 100% (direct or indirect) party, where the loan is used to Note that the deducted subsidiary is deductible acquire ordinary share capital costs may be recaptured in a provided that all the assets of of a company that is related to future year if a capital gain is the subsidiary are used in its the investing company, or to realised on the alienation of the business. on-lend to another company respective participation (see which uses the funds directly or under 2.3 above). indirectly to acquire capital of a company that is related to the Currency exchange gains and investing company. losses on loans to finance the acquisition of the participation are taxable/deductible. Holding Regimes 19
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Thin capitalisation If securities are issued by the Irish holding company to certain non-resident group companies, any ‘interest’ paid in relation to the securities can be re-classified as a distribution and therefore will not be deductible. The rules relating to dividend withholding tax will then apply.
This rule does not apply to interest paid to a company resident in an EU jurisdiction (other than Ireland) or a country with which Ireland has signed a double tax treaty if the treaty contains a non-discrimination provision.
The taxpayer company may elect that this rule does not apply in a situation where interest is paid by that company in the ordinary course of a trade carried on by that company.
Interest limitation rules The ATAD requires EU Member States to implement an interest limitation rule by 1 January 2019. In general terms, under the interest limitation rule a Holding Regimes 20
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company’s ability to deduct interest will be capped at 30% of EBITDA. However, Member States that have rules that are equally effective to the interest limitation rule included in ATAD can avail of a derogation and opt not to implement the rule until as late as 2024. At the time ATAD was adopted, the Irish Department of Finance issued a statement noting Ireland’s intention of availing of the derogation until 2024. It now appears that Ireland and the European Commission have been in discussions about the availability of the derogation and it may be the case that the Irish implementation date is accelerated to before 2024. In this respect it is worth noting that Ireland completed a consultation on the implementation of an Irish interest limitation rule in January 2019. If the interest limitation rule is to be implemented in Ireland from 2020, we would expect a clear policy indication from the Department of Finance in the first half of 2019. Holding Regimes 21
2.6 Tax rulings
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The application of the The tax authorities will, on Taxpayers may seek advance The application of the holding Luxembourg law provides It is possible to seek an participation exemption regime application by or on behalf confirmation with respect company regime does not for the possibility to request advance revenue ruling from does not require obtaining a of a taxpayer, issue advance to the application of a require an advance ruling. confirmation from the tax the Revenue Authorities on, ruling, although in principle this tax rulings regarding actual particular provision by means However, if there is doubt as to authorities in relation to the inter alia, the following issues: would be possible. transactions (for brevity of concluding an advance the application of the regime, for application of Luxembourg (i) confirmation that the this should be understood tax ruling with the Inland example, whether the group can tax law to an anticipated domestic general anti- Belgium automatically as including a series of Revenue Department. In be regarded as a trading group transaction. Such request may avoidance provisions exchanges information on transactions) relating to tax general, advance tax rulings for the purpose of a capital relate to, among others, the contained in article 51 of advance cross-border tax years for which the due cover the source of profits as gains tax relief, the opinion of application of the participation the Malta Income Tax Act rulings and advance pricing date for filing a tax return either onshore or offshore, the Revenue may be sought. exemption (e.g. the comparable do not apply to a given agreements (APAs) in conformity has not yet passed, and the qualification as a service This opinion is not binding and tax test), transfer pricing matters transaction; with EU law. The categories of transactions proposed to be company, stock borrowing ultimately the status of the and any other tax matters that (ii) confirmation that an equity tax rulings on which information undertaken by existing or new and lending, royalty payments, company will be decided by the may be relevant for a holding shareholding qualifies as a has to be exchanged are entities. Requests must be collective investment schemes, individual Inspector of Taxes company (e.g. financing). participating holding on the identified in the OECD BEPS in writing and must include the general anti-avoidance responsible for that company. basis that it is or will be held Action 5 Final Report. comprehensive information rules, the sale of loss However, where full facts are A request for confirmation is for the furtherance of the regarding the entities involved companies and exemption disclosed to the Revenue it subject to payment of a fee to Malta company’s business; and the transaction. of interest income. would be unlikely that the the authorities ranging from (iii) the tax treatment of a individual Inspector would come EUR 3,000 to EUR 10,000 transaction concerning Rulings will be binding with to a different view. (depending on the complexity a particular financial regard to the taxpayers of the matter). Any confirmation instrument or other security; specifically mentioned in the As from 1 January 2017, obtained is binding on the tax (iv) the tax treatment of any ruling request, and to the Ireland (and all other EU authorities and is valid for a transaction which involves extent that the facts and Member States) is required to period of maximum 5 fiscal international business. circumstances presented in the automatically exchange certain years (subject to accuracy of ruling request continue to be information on cross-border tax the facts presented, subsequent These rulings guarantee the applicable and provided that rulings and advanced pricing changes to the facts and tax position for a period of five there is no subsequent change agreements (APAs) issued on changes in national, EU or years and may be renewed for in the tax law which renders the or after 1 January 2017. In international law). a further five- year period. They ruling inapplicable. addition, certain tax rulings will also survive any changes of and APAs issued, amended or In respect of debt-funded legislation for a period of two From 2017 onwards, Cyprus renewed on or after 1 January intragroup finance activities, years after the entry into force (like all other EU Member 2012 that were still valid on or certain conditions must be of a new law. States) has been required to after 1 January 2014 are also met in order to obtain advance automatically exchange subject to exchange. confirmation. Holding Regimes 22
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information on cross-border tax Ireland has also implemented As from 1 January 2017, Additionally, an informal ruling rulings and advanced pricing the OECD framework regarding Luxembourg (and all other EU procedure has been developed agreements (APAs) issued on the compulsory exchange Member States) are required to in practice whereby a taxpayer or after 1 January 2017. In of information on tax rulings automatically exchange certain may obtain written guidance addition, certain tax rulings issued on or after 1 April 2016. information on cross-border tax from the local tax authorities and APAs issued, amended or Tax rulings issued on or after rulings and advanced pricing in respect of one or more renewed after 1 January 2012 1 January 2010 that were still agreements (APAs) that are specific transactions. Any such that were still valid on or after valid on or after 1 January 2014 issued on or after 1 January guidance obtained would, in 1 January 2014 are subject to had to be exchanged before 2017. Furthermore, certain practice, be considered binding exchange. 2017. The categories of tax tax rulings and APAs issued, by the local tax authorities, but rulings on which information amended or renewed after would not survive a change of Cyprus has also committed has to be exchanged are 1 January 2012 are also law. itself to the OECD framework identified in the OECD BEPS subject to exchange. regarding the compulsory Action 5 Final Report. As from 1 January 2017, exchange of information on tax In addition, Luxembourg Malta (and all other EU rulings issued on or after has committed itself to the Member States) is required 1 April 2016. The categories of OECD framework regarding to automatically exchange tax rulings on which information the compulsory exchange certain information on tax has to be exchanged are of information on tax rulings rulings and advanced pricing identified in the OECD BEPS issued on or after 1 April 2016. agreements (APAs) issued after Action 5 Final Report. Tax rulings issued on or after 31 December 2016. 1 January 2010 that were still valid on or after 1 January 2014 had to be exchanged before 2017. The categories of tax rulings on which information has to be exchanged are identified in the OECD BEPS Action 5 Final Report. Holding Regimes 23
3. Withholding taxes payable by the holding company 3.1 Withholding tax on dividends paid by the holding company
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The domestic withholding No dividend withholding tax is Hong Kong does not levy 20%, which may be reduced The domestic dividend No withholding tax is levied in tax rate on dividends and levied in Cyprus on distributions withholding tax on dividend by virtue of tax treaties or under withholding tax rate is generally Malta on dividend distributions liquidation distributions is to non-residents. distributions paid to either domestic law to 0% - 15%. 15%, which may be reduced to a non-resident shareholder, generally 30%, which may be residents or non-residents. by virtue of tax treaties to, provided that such shareholder reduced by virtue of tax treaties. Exemptions generally, 5%. is not directly or indirectly Pursuant to the implementation owned and controlled by, and Exemptions of the EU Parent-Subsidiary Exemptions does not act on behalf of, an An exemption from withholding Directive, dividend withholding A domestic exemption applies individual who is ordinarily tax applies to (liquidation) tax is not due on dividends paid if: resident and domiciled in Malta. dividend distributions made to a by Irish resident companies to (i) the dividend distribution is parent company that: companies resident in other made to (i) a fully taxable (i) holds (or commits to hold) a EU jurisdictions who hold at Luxembourg resident participation of at least 10% least 5% of the ordinary share company, (ii) an EU entity of the share capital of the capital, provided the anti-abuse qualifying under the EU distributing company for a provision mentioned under 5 Parent- Subsidiary Directive, period of at least one year; below is met. (iii) a Luxembourg branch (ii) is tax resident in an EU or EU branch of such EU country or a tax treaty In addition, domestic entity or a Luxembourg country under that country’s exemptions apply if: branch of a company domestic tax law and under (i) the individual shareholder is that is resident of a treaty the tax treaties concluded resident in an EU member country, (iv) a Swiss resident by that country with third state (other than Ireland) or company subject to Swiss countries; a treaty partner jurisdiction; CIT without being exempt, (iii) is incorporated in a legal (ii) the parent company is or (v) a company which is form listed in the annex to resident in an EU member resident in an EEA country the EU Parent-Subsidiary state (other than Ireland) or or a country with which Directive or a similar legal a treaty partner jurisdiction Luxembourg has concluded form (for a tax treaty and is not ultimately a tax treaty and which is country); and controlled by Irish residents; subject to a tax comparable (iv) is, in its country of tax (iii) the parent company is not to the Luxembourg residence, subject to CIT resident in Ireland and is corporate tax (i.e. a tax rate or a similar tax without ultimately controlled by of 9% and a comparable tax benefiting from a regime that residents of an EU member base); and deviates from the normal tax state (other than Ireland) or a regime. treaty partner jurisdiction; or Holding Regimes 24
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Dividends will not be exempt (iv) a non-resident company (ii) the recipient of the dividend from withholding tax if the can also qualify for the has held or commits itself dividends are related to a legal exemption if the principal to continue to hold a act or a series of legal acts, class of shares in the direct participation in the which are not genuine (i.e., that company or its 75% Luxembourg company are not put into place for valid parent are substantially of at least 10% or with commercial reasons which and regularly traded on a an acquisition price of at reflect economic reality) and recognised stock exchange least EUR 1.2 million for an have been put in place with the in the EU (including Ireland) uninterrupted period of at main goal or one of the main or in a treaty partner least 12 months. goals to obtain the exemption jurisdiction or one of the benefits of the See under 5 below regarding Parent-Subsidiary Directive in Remark the potential application of another member state of the In relation to the domestic the Lux GAAR to dividend European Union. exemptions above, the Irish distributions to EU corporate company may pay a dividend shareholders. A separate exemption from free from withholding taxes withholding tax applies to as long as the recipient The liquidation of a dividends distributed by a company or individual makes a Luxembourg company is resident company to resident declaration in the specified form treated as a capital gain and non-resident companies in relation to its entitlement to transaction and distributions of located in the EEA or a tax the domestic exemption. There advance liquidation proceeds treaty country providing for is no minimum shareholding are, therefore, not subject to exchange of information that requirement. dividend withholding tax. hold a participation in the distributing company’s capital Liquidation proceeds A repurchase and cancellation of less than 10% and with an Liquidation distributions are not by a Luxembourg company acquisition value of at least EUR subject to dividend withholding of part of its own shares 2.5 million for an uninterrupted tax. See however, under 4 is not subject to dividend period of at least 12 months below regarding capital gains withholding tax if it qualifies (or commitment to hold), to tax upon liquidation. as a ‘partial liquidation’. The the extent that the receiving repurchase and cancellation entity cannot credit Belgian of all shares held by one of withholding tax and that it meets the shareholders, who thereby subject-to-tax requirements. ceases to be a shareholder Holding Regimes 25
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The receiving entity must certify of the Luxembourg company, the fulfilment of the conditions. constitutes a partial liquidation. Under current Small companies practice, the repurchase Reduced withholding tax rates and cancellation of an entire are available for distributions class of shares constitutes, by so-called small companies under circumstances, a partial according to Belgian corporate liquidation as well. law. The liquidation of a Capital reduction Luxembourg company or a The reimbursement of paid- repurchase of shares may, up capital is in principle however, trigger non-resident exempt from withholding tax. capital gains tax (see under For dividend withholding tax 4 below). purposes, paid-up capital reimbursements are deemed to derive proportionally from paid-up capital and from taxed reserves (incorporated and non- incorporated into capital) and exempt reserves incorporated into the capital. The reduction of capital is only allocated to paid-up capital in the proportion of the paid-up capital in the total capital increased by certain reserves. The portion allocated to the reserves is deemed to be a dividend and subject to withholding tax (if applicable). Holding Regimes 26
3.2 Withholding tax on interest paid by the holding company
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The domestic interest No withholding tax is levied Hong Kong does not levy Withholding tax (20%, subject No withholding tax is levied on No withholding tax is levied on withholding tax rate is generally on interest paid by the Cyprus withholding tax on interest to reduction under tax treaties) payments to non-residents, interest payments by a Malta 30%, which may be reduced to company to non-resident payments to either residents or is levied on ‘yearly interest’ except for profit-sharing company to a non-resident, 0-10% by virtue of tax treaties recipients. non-residents. paid by a company. It is not interest which, under certain unless: and domestic exemptions (e.g. applicable to short-term circumstances, is subject to (i) the said non-resident registered bonds, and interest interest (i.e. interest on a debt 15% withholding tax (subject to is engaged in trade or payments to banks). of less than a year). reduction under tax treaties). business in Malta through a permanent establishment 0% withholding tax on interest Exemption Interest payments made situated in Malta and payments to a qualifying A number of exemptions apply, to Luxembourg resident the interest is effectively EU company (‘Beneficiary’), including: individuals by a Luxembourg connected therewith; or provided that: (i) Interest paid by a paying agent are subject to (ii) the said non- resident is (i) the Beneficiary holds or company or an investment 20% Luxembourg withholding owned and controlled by, commits to hold directly or undertaking (in the ordinary tax. The 20% withholding tax directly or indirectly, or acts indirectly at least 25% of the course of a trade or operates as a full discharge of on behalf of an individual or share capital of the debtor business carried on by income tax for Luxembourg individuals who are ordinarily (or vice versa) for a period of that person) to a company resident individuals acting in the resident and domiciled in at least one year; or resident for tax purposes context of the management of Malta. (ii) a third EU company holds in a member state of the their private wealth. or commits to hold directly EU (other than Ireland) or or indirectly at least 25% a treaty partner jurisdiction of respectively the share provided (i) that jurisdiction capital of the Belgian debtor imposes a tax which and that of the Beneficiary generally applies to interest for a period of at least one receivable from foreign year. territories or (ii) the double tax treaty provides for Interest payments to a non-EU withholding tax on interest branch of an EU company do to be reduced to nil, except not qualify for the 0% rate. where such interest is paid to that company in connection with a trade or business which is carried on in Ireland by that company through a branch or agency; Holding Regimes 27
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(ii) Pursuant to the implementation of the EU Interest and Royalty Directive into Irish law, no withholding tax is due on cross border interest and royalty payments between associated companies in the EU. Two companies are associated if one owns at least 25% of the other or at least 25% of each company is owned by a third company; (iii) Interest paid by a treasury company to other Irish resident companies where both companies are members of the same group (51% relationship required). Holding Regimes 28
3.3 Withholding tax on royalties paid by the holding company
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30% but often exempt by virtue No withholding tax is levied Hong Kong levies a withholding Withholding tax is only None. No withholding tax is levied on of tax treaties. on royalties paid by the tax on royalties at 4.95% applicable to patent royalties, royalty payments by a Malta Cyprus company unless the of the gross payment if the at the rate of 20%. The rate Note that income paid to a company to a non-resident, 0% withholding tax to qualifying rights are used in Cyprus by recipient is a non- resident. If may be reduced to between non-resident that is derived unless: EU companies under similar a non-Cyprus tax resident, the non-resident recipient is 0% and 15% by virtue of a tax from an independent artistic (i) the said non-resident conditions as set forth under in which case there is a 10% an associated party, a 16.5% treaty. or literary activity that is or has is engaged in trade or 3.2 above. withholding tax (5% for films). withholding tax applies on the been conducted or put to use business in Malta through royalty payment, unless the Exemptions in Luxembourg is subject to a permanent establishment Inland Revenue Department (i) Pursuant to the 10% withholding tax. situated in Malta and the is satisfied that no person implementation of the royalties are effectively carrying on a trade, profession EU Interest and Royalty connected therewith; or or business in Hong Kong has Directive into Irish law, no (ii) the said non-resident is ever owned the intellectual withholding tax is due on owned and controlled by, property in respect of which cross border interest and directly or indirectly, or acts the royalties are paid. Most tax royalty payments between on behalf of an individual or treaties concluded by Hong associated companies in the individuals who are ordinarily Kong reduce the applicable EU; resident and domiciled in withholding tax rate. (ii) A domestic exemption Malta. applies to royalties paid by Royalty payments to Hong a company to a company Kong residents are not subject resident for tax purposes to withholding tax. in a member state of the EU (other than Ireland) or a treaty partner jurisdiction in certain circumstances; and (iii) A concessionary exemption from withholding tax applies on patent royalty payments made to a non-double taxation treaty resident company once certain conditions are fulfilled. Holding Regimes 29
4. Non-resident capital gains taxation
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Gains realised by non-resident In principle, capital gains There is no tax on capital gains Gains realised by non-residents Gains realised by non- Capital gains realised by a entities without a Belgian realised on the transfer of derived by non-Hong Kong on the disposal of shares in an residents on the alienation non-resident on the transfer permanent establishment shares by non-residents are residents from shares in a Irish company are not taxable, of a substantial interest in of certain shares or securities (‘PE’) to which the shares are fully exempt from taxation in Hong Kong company, provided except when the shares in the a Luxembourg company in a Malta company would be attributed, in respect of shares Cyprus. Only to the extent that the capital gain is ‘capital’ Irish company derive their value (more than 10%), including exempt from Malta tax, unless: in a Belgian company are not that any gain is derived from rather than ‘revenue’ in nature or the greater part of their value distributions received upon (i) it is a ‘property company’ as taxable. immovable property situated or non-Hong Kong sourced. directly or indirectly from land, liquidation and proceeds from defined by law; or the said in Cyprus owned directly minerals, mining or exploration a redemption of shares, are non-resident is Gains realised by non-resident or indirectly (i.e. through a rights in Ireland. However, if the taxable if the gain is realised (ii) owned and controlled by, individuals in respect of subsidiary) by the company will shares in the Irish company are within a period of 6 months directly or indirectly, or acts shares in a Belgian company capital gains tax be payable. quoted on a stock exchange following the acquisition of the on behalf of an individual or are taxable under certain such capital gains tax does not shares. individuals who are ordinarily circumstances (if there is no apply. resident and domiciled in adequate treaty protection). Other rules apply in case the Malta. Liquidation proceeds are non-resident transferor was subject to capital gains tax in resident in Luxembourg for at the hands of the shareholder least 15 years in the past. of the liquidated company, in circumstances where the conditions for the capital gains tax exemption described in 2.3 above are not met at the moment of liquidation. Holding Regimes 30
5. Anti-abuse provisions / CFC rules / BEPS measures
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See under 2.2 above for the A draft law to implement ATAD Taxpayers are generally not Ireland has implemented the Effective 1 January 2016, the The Malta Income Tax Act subject-to-tax rules under the I is awaiting parliamentary prevented from enjoying the anti-abuse rules included in the anti-hybrid rule and the anti- provides for a number of anti- participation exemption. approval and is expected to tax benefits that are available amended Parent Subsidiary abuse rule contained in the avoidance measures. Probably be enacted early in 2019. It will to them when they structure Directive. The domestic Irish EU Parent-Subsidiary Directive the most encompassing is ATAD I and ATAD II are implement ATAD I retroactively their affairs in a manner directly exemptions from interest and were implemented into article 51 which is of general transposed into Belgian tax law from 1 January 2019, including or indirectly authorised under dividend withholding tax do Luxembourg tax law. Pursuant application and states that by implementing the following CFC-regulations based on the Inland Revenue Ordinance. not include specific anti-abuse to such anti-abuse rule, the artificial or fictitious schemes measures. model A. Furthermore, as Only deliberately contrived provisions. participation exemption for can be disregarded. It is described under 2.2 above, tax avoidance schemes are dividends and the dividend possible, however, to obtain Neutralizing hybrid dividend anti-tax avoidance targeted by anti-avoidance Ireland has a general anti- withholding tax exemption advance certainty on whether mismatches rules apply to dividends rules. avoidance provision that allows do not apply in respect of article 51 will be invoked by the Various types of hybrid received from investment the Revenue to re- characterise dividends received from / paid Revenue. Article 42 contains mismatches are targeted, companies in low-tax There are no CFC rules in ‘tax avoidance transactions’. to an EU entity that falls within an ‘abuse of law’ concept in resulting in (i) the disallowance jurisdictions. Hong Kong. To date, this has not been the scope of the EU Parent- the limited context of domestic of deductions from the Belgian regularly invoked by the Subsidiary Directive and is investment income provisions. corporate income tax base The Assessment and Collection The Inland Revenue Ordinance Revenue and there would have not subject to a Comparable Article 46 provides, inter alia, of costs relating to payments of Taxes Law contains general includes OECD-based transfer to be a strong tax avoidance Tax (see under 2.2 above) for the re-characterisation made in the context of a hybrid anti- avoidance provisions pricing rules. motive to justify a challenge by in case (one of) the main into dividends of amounts mismatch, (ii) the inclusion in including the disregarding the Revenue. purpose(s) of an arrangement advanced by a company to the Belgian corporate income of artificial or fictitious is to obtain a tax advantage shareholders or repaid by tax base of certain income transactions. Ireland introduced CFC rules that would defeat the object a company in settlement of received in the context of a from 1 January 2019 and has or purpose of the EU Parent- shareholders’ loans. hybrid mismatch and (iii) the In addition, Cyprus has chosen to adopt an ‘Option B’ Subsidiary Directive and such limitation of the use of a foreign incorporated the anti- approach as provided for under arrangement lacks economic Anti-abuse provisions as set tax credit in case of a hybrid avoidance provisions of the the ATAD. reality, i.e. is not ‘genuine’. out under 2.2 above apply in transfer. current EU Parent-Subsidiary participating holding scenarios. Directive in its legislation (see A CFC charge will only arise to Pursuant to Luxembourg CFC rules 2.2 above). the extent that: transfer pricing rules as Malta also introduced ATAD A foreign company qualifies as (a) the CFC has undistributed amended per 1 January 2017, I implementation regulations. a CFC if: During 2017 Cyprus replaced income; and a transaction (or the relevant Said regulations cover interest (i) The Belgian taxpayer owns its ‘minimum margin’ scheme (b) the CFC generates income part thereof) is ignored for the limitation rules, exit taxation, directly or indirectly the for intra-group back to back by reference to activities purposes of determining the a general anti-abuse rule, and majority of voting rights, or financing transactions with carried on in Ireland. at arm’s length pricing of such a controlled foreign company holds directly or indirectly at detailed transfer pricing rules. transaction (or the relevant part (CFC) rule. least 50% of the capital, thereof), when it contains one Holding Regimes 31
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or is entitled to receive at At the time the Tax Department There are a number of or several elements that are In terms of the newly least 50% of the profits of announced its intention to exemptions from the CFC not motivated by valid business introduced CFC rules, the non- the foreign company (control widen the scope of transfer charge. For example, no CFC reasons and that have a distributed income of low-taxed test); and pricing rules to other forms of charge will arise if it can be meaningful impact on the CFCs arising from ‘non-genuine (ii) the foreign company is in financing activities and other established that: determination of the at arm’s arrangements which have been its country of residence intercompany transactions (a) the arrangements were length price. put in place for the essential either not subject to an such as royalties, sales, entered into on arm’s length purpose of obtaining a tax income tax or is subject to licensing and provision of terms; Luxembourg tax law contains advantage’ must be included an income tax that is less services. (b) the arrangements are a general anti-abuse provision, in the tax base of the Maltese than half of the income tax subject to Irish transfer which was amended as per taxpayer, limited to amounts if the company would be pricing rules; or 1 January 2019 in order to generated through assets established in Belgium. (c) the essential purpose of bring the wording in line with and risks which are linked to the arrangements is not to the wording of the GAAR significant functions carried out A Belgian parent company secure a tax advantage. contained in ATAD I, thereby by the Maltese taxpayer. should include in its tax base introducing the concept of a non-distributed income of In cases where a CFC ‘non-genuine arrangement’. With respect to the rules the CFC to the extent that charge does arise, it must be limiting the deductibility of it arises from non-genuine calculated in accordance with Luxembourg has introduced exceeding borrowing costs, arrangements which have been transfer pricing principles. The a CFC rule, effective for the deduction of net interest put in place for the essential amount upon which the charge fiscal years starting as from expenses is limited to 30% purpose of obtaining a tax is calculated is capped by 1 January 2019, based on of the taxpayer’s EBIDTA or advantage. An arrangement reference to the undistributed ’Model B’ as provided for by a higher percentage if the shall be regarded as non- income of the CFC. ATAD I. The CFC rules apply taxpayer can demonstrate that genuine to the extent that the for CIT but not for municipal the ratio of its equity over total CFC would not own assets or The CFC charge is applied at business tax. A CFC is an entity assets is equal to or higher would not have undertaken the Irish corporation tax rates or a permanent establishment than the equivalent ratio of the risks if it were not controlled (12.5% to the extent the profits that meets the following group. by the Belgian taxpayer where of the CFC are generated by conditions: (i) a Luxembourg the significant people functions trading activities and 25% in all taxpayer holds (alone or The rules implementing ATAD relevant to those assets and other cases). together with associated I came into force on 1 January risks, are carried out and are enterprises) a (direct or indirect) 2019, with the exception of the instrumental in generating the Ireland has no thin-capitalisation participation of more than 50% exit taxation which shall come CFC’s income. rules (see under 2.5 above). of the voting rights, the capital into force on 1 January 2020. or the entitlement to profits of that entity; and (ii) the Holding Regimes 32
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Exit taxation and step-up See section 6.1 in relation to subsidiary or permanent Belgian tax legislation provides the MLI as Ireland has adopted establishment is subject to an for exit taxation: the principal purpose test. effective tax which is lower (i) on unrealised capital gains than 50% of the Luxembourg in the event of an outbound For the most part, the anti- CIT that would be due by transfer of the corporate hybrid rules contained in the entity or permanent seat, an outbound merger the ATAD are due to be establishment. If a CFC has or an outbound transfer of implemented in Ireland by been put in place essentially assets from a Belgian PE; 1 January 2020. for the purpose of obtaining a (ii) on unrealised capital gains tax advantage, Luxembourg in the event that a Belgian corporate taxpayers will be company transfers assets to taxed on the undistributed a foreign PE, provided the net income of a CFC, pro rata profits of that PE are treaty- to their ownership or control exempt in Belgium. of the (directly and indirectly held) subsidiary or permanent In the event of an inbound establishment, to the extent transfer of assets and an such income is related to inbound corporate migration, significant functions carried out Belgium in principle accepts by the Luxembourg corporate the market value as the tax taxpayer. base of the transferred assets (‘step-up basis’). To the extent As from 1 January 2019, that these assets were subject Luxembourg has introduced to an exit tax in the country anti-hybrid rules which apply of emigration and Belgium to intra-EU hybrid mismatches has concluded a treaty with that result from differences this country that provides for in the characterisation of a the possibility to exchange financial instrument or an information, the value entity between Luxembourg established by this foreign and another Member States country is refutably presumed and that give rise to a double to correspond to the market deduction or a deduction value (unless it is a tax haven). without a corresponding inclusion. Holding Regimes 33
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Interest deduction limitation Exceeding borrowing costs are deductible in the tax period in which they are incurred only up to the higher of 30% of the taxpayer’s EBITDA or EUR 3.000.000 (‘the threshold amount’). ‘Exceeding borrowing costs’ are defined as the positive difference between (a) the amount of the deductible interest costs of a taxpayer that are not allocable to a PE if its profits are exempt in accordance with a double tax treaty and (b) taxable interest revenues that the taxpayer receives and that are not exempt pursuant to a double tax treaty.
For taxpayers that are part of a group the exceeding borrowing costs and the threshold amount are to be considered on a consolidated basis over the Belgian group companies and Belgian PEs of foreign group companies.
A ‘grandfathering’ rule is provided for interest payments made for loans concluded prior to 17 June 2016, if no material changes were made. Holding Regimes 34
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For these loans the thin capitalisation rule (debt to equity ratio of 5:1) remains applicable.
GAAR Belgian tax law is further familiar with the sham doctrine and it also contains a general anti-abuse provision which is aimed at combating purely tax driven structures. Holding Regimes 35
6. Income tax treaties / MLI 6.1 Signatory to the MLI / ratification
Belgium Cyprus Hong Kong Ireland Luxembourg Malta
The Belgian Minister of Cyprus signed the MLI on Hong Kong signed the MLI on Ireland ratified the MLI on Luxembourg signed the MLI on Malta signed the MLI on Finance signed the MLI on 7 June 2017. 7 June 2017. 29 June 2019. 7 June 2017. 7 June 2017. 7 June 2017 on behalf of the federal government and the It has made reservations to Hong Kong has made several Ireland has 73 double tax With the exception of Malta’s instrument of ratification governments of the regions and align the implementation of the reservations to the provisions treaties (‘DTTs’) and has Luxembourg-Cyprus tax treaty, together with its definitive list of communities. MLI provisions with its own tax in the MLI, inter alia to articles confirmed that it will treat 71 Luxembourg has not excluded notifications and reservations policies. The specific provisions 3 (transparent entities), article of those DTTs as ‘Covered Tax any of its income tax treaties was deposited with the OECD Belgium submitted a list of 98 of it has opted out of are: 4 (dual resident entities), article Agreements’. The key changes from the scope of the MLI, Secretariat on 18 December its tax treaties that it designated - Transparent entities 5 (application of methods to Ireland’s DTTs which will but has made a number of 2018. It will enter into force on as ‘Covered Tax Agreements’. (Article 3); for elimination of double be made under the MLI are reservations regarding specific 1 April 2019. The tax treaties concluded - Dual residence entities taxation), article 8 (dividend the adoption of: a principal provisions. Luxembourg has with Germany, Japan, Norway (Article 4); transfer transactions), article 9 purpose test; a tie-breaker test chosen option A in relation Malta defined 73 tax treaties and the Netherlands were not - Application of methods (capital gains from alienation of based on mutual agreement to article 5 (Application of as agreements it wishes to notified. Currently, Belgium has for elimination of double shares or interests of entities to determine tax residence for Methods for the Elimination be covered by the MLI. In its mainly taken the position to only taxation (Article 5); deriving their value principally dual resident entities; and a of Double Taxation) and the choice, Malta opted to apply: implement the BEPS minimum - Dividend transfer from immovable property), number of measures, including ‘principal purpose test’ without - the Minimum Standard, standards through the MLI. transactions (Article 8); article 10 (anti-abuse rule for mandatory binding arbitration, ‘limitation on benefits’ clause in which includes provisions - Capital gains from alienation permanent establishments to resolve DTT disputes more relation to article 7 (Prevention dealing with the purpose The MLI has to be ratified via of shares or interests of (PEs) situated in third efficiently. of Treaty Abuse). Luxembourg of a covered tax legislation to be adopted in entities deriving their value jurisdictions) article 11 (savings will not apply article 4 agreements (article 6 of the federal parliament and the principally from immovable clause), article 12 (Artificial Ireland has a number of (Dual Resident Entities), the MLI), prevention of parliaments of the regions and property (Article 9); avoidance of PE status through reservations to the MLI. Ireland article 8 (Dividend Transfer treaty abuse (article 7 communities. - Anti-abuse rule for commissionaire arrangements will not adopt the changes to Transactions), article 9 (‘Real of the MLI) and mutual permanent establishments and similar strategies), article the permanent establishment Estate Rich’ Company Clause), agreement procedure and On 25 January 2019, the situated in third jurisdictions 13 (Artificial avoidance of PE (‘PE’) definition designed to article 10 (Anti-Abuse Rule for corresponding adjustments government of the Flemish (Article 10); status through the specific treat commissionaires as PEs Permanent Establishments (articles 16 and 17 of the region and community - Application of tax activity exemptions), article or adopt the narrower specific situated in Third Jurisdictions), MLI); approved the draft bill for the agreements to restrict a 14 (Splitting-up of contracts), activity exemptions within article 11 (Savings Clause), - provisions of article 9(4) of ratification of the MLI and the party’s right to tax its own article 15 (definition of a person the PE definition. Ireland will article 12 (Artificial Avoidance the MLI in connection with draft bill is submitted with the residents (Article 11); closely related to an enterprise) also not apply article 11 – the of Permanent Establishment capital gains from alienation Flemish Parliament. - Artificial avoidance of and article 17 (corresponding savings clause. Status through Commissionaire of shares or interests of permanent establishment adjustments), while Hong Kong Arrangements), article 14 entities deriving their value status through chose not to apply part VI The MLI will begin to take effect (Splitting Up of Contracts), principally from immovable commissionaire (Arbitration). to update Ireland’s double tax and article 15 (Definition of a property; and treaties from January 1, 2020 Closely Related Persons). Holding Regimes 36
Belgium Cyprus Hong Kong Ireland Luxembourg Malta
arrangements and similar With respect to article 7, only for withholding tax provisions On 3 July 2018, the - provisions dealing with strategies (Article 12); the PPT is to be adopted. and for all other purposes for Luxembourg government has arbitration procedure - Artificial avoidance of accounting periods beginning submitted the bill for ratification are subject to certain permanent establishment As of 1 February 2019, Hong on or after November 2019. of the MLI to parliament. As reservations (articles 18-26 status through specific Kong has not published any of the date of this publication, of the MLI). activity exemptions (Article (draft) legislative proposal for The MLI will come into force such bill was still pending. 13); ratification of the MLI. in Ireland on 1 May 2019 and The positions taken in the - Splitting-up of contracts from that date the updated draft bill do not deviate from (Article 14); and mutual agreement procedure the provisional list of choices - Definition of a person closely provisions can be relied on and reservations notified by related to an enterprise where the treaty partner Luxembourg to the OECD in (Article 15). jurisdiction has also completed June 2017. The bill does not the ratification process. mention the Luxembourg tax It has also adopted a modified treaties that entered into force form of Article 35, governing since June 2017. entry into force.
As of 1 February 2019, Cyprus has not published any (draft) legislative proposal for ratification of the MLI. Holding Regimes 37
6.2 Income tax treaties and effect of the MLI1
Treaties that will be amended by the MLI are shown in bold in the overview below. The overview only indicates whether both countries have listed the respective treaty as a Covered Tax Agreement. The effective date of amendment of the treaty depends on the ratification by both countries. The overview provides the status as of 1 January 2019.
Belgium Cyprus Hong Kong Ireland Luxembourg Malta
As of 1 January 2019, Belgium As of 1 January 2019, Cyprus As of 1 January 2019, Hong As of 1 January 2019, Ireland As of 1 January 2019, As of 1 January 2019, Malta has income tax treaties in force has income tax treaties in force Kong has income tax treaties has income tax treaties in force Luxembourg has income has income tax treaties in force with the following countries: with the following countries: in force with the following with the following countries: tax treaties in force with the with the following countries: countries: following countries:
1. Albania 1. Armenia 1. Austria 1. Albania 1. Andorra 1. Albania 2. Algeria 2. Austria 2. Belarus 2. Armenia 2. Armenia 2. Andorra 3. Argentina 3. Azerbaijan 3. Belgium 3. Australia 3. Austria 3. Australia 4. Armenia 4. Bahrain 4. Brunei 4. Austria 4. Azerbaijan 4. Austria 5. Australia 5. Belarus 5. Canada 5. Bahrain 5. Bahrain 5. Azerbaijan 6. Austria 6. Belgium 6. China (People’s Rep.) 6. Belarus 6. Barbados 6. Bahrain 7. Azerbaijan 7. Bosnia 7. Czech Republic 7. Belgium 7. Belgium 7. Barbados 8. Bahrain 8. Bulgaria 8. Finland 8. Bosnia and Herzegovina 8. Brazil 8. Belgium 9. Bangladesh 9. Canada 9. France 9. Botswana 9. Brunei 9. Botswana 10. Belarus 10. China (People’s Rep.) 10. Guernsey 10. Bulgaria 10. Bulgaria 10. Bulgaria 11. Bosnia and Herzegovina 11. Czech Republic 11. Hungary 11. Canada 11. Canada 11. Canada 12. Brazil 12. Denmark 12. India 12. Chile 12. China (People’s Rep.) 12. China (People’s Rep.) 13. Bulgaria 13. Egypt 13. Indonesia 13. China (People’s Rep.) 13. Croatia 13. Croatia 14. Canada 14. Estonia 14. Ireland 14. Croatia 14. Cyprus 14. Cyprus 15. Chile 15. Ethiopia 15. Italy 15. Cyprus 15. Czech Republic 15. Czech Republic 16. China (People’s Rep.) 16. Finland 16. Japan 16. Czech Republic 16. Denmark 16. Denmark 17. Congo (Dem. Republic) 17. France 17. Jersey 17. Denmark 17. Estonia 17. Egypt 18. Croatia 18. Georgia 18. Korea (Rep.) 18. Egypt 18. Finland 18. Estonia 19. Cyprus 19. Germany 19. Kuwait 19. Estonia 19. France 19. Finland 20. Czech Republic 20. Greece 20. Latvia 20. Ethiopia 20. Georgia 20. France 21. Denmark 21. Guernsey 21. Liechtenstein 21. Finland 21. Germany 21. Georgia 22. Ecuador 22. Hungary 22. Luxembourg 22. France 22. Greece 22. Germany 23. Egypt 23. Iceland 23. Malaysia 23. Georgia 23. Guernsey 23. Greece 24. Estonia 24. India 24. Malta 24. Germany 24. Hong Kong 24. Guernsey 25. Finland 25. Iran 25. Mexico 25. Greece 25. Hungary 25. Hong Kong 26. France 26. Ireland 26. Netherlands 26. Hong Kong 26. Iceland 26. Hungary 27. Gabon 27. Italy 27. New Zealand 27. Hungary 27. India 27. Iceland 28. Georgia 28. Jersey 28. Pakistan 28. Iceland 28. Indonesia 28. India
1 Only comprehensive income tax treaties potentially relevant for holding companies are included.. Holding Regimes 38
Belgium Cyprus Hong Kong Ireland Luxembourg Malta
29. Germany 29. Kuwait 29. Portugal 29. India 29. Ireland 29. Ireland 30. Ghana 30. Kyrgyzstan 30. Qatar 30. Israel 30. Isle of Man 30. Isle of Man 31. Greece 31. Latvia 31. Romania 31. Italy 31. Israel 31. Israel 32. Hong Kong 32. Lebanon 32. Russia 32. Japan 32. Italy 32. Italy 33. Hungary 33. Lithuania 33. Saudi Arabia 33. Kazakhstan 33. Japan 33. Jersey 34. Iceland 34. Luxembourg 34. South Africa 34. Korea (Rep.) 34. Jersey 34. Jordan 35. India 35. Malta 35. Spain 35. Kuwait 35. Kazakhstan 35. Korea (Rep.) 36. Indonesia 36. Mauritius 36. Switzerland 36. Latvia 36. Korea (Rep.) 36. Kuwait 37. Ireland 37. Moldova 37. Thailand 37. Lithuania 37. Laos 37. Latvia 38. Israel 38. Montenegro 38. United Arab Emirates 38. Luxembourg 38. Latvia 38. Lebanon 39. Italy 39. Norway 39. United Kingdom 39. Macedonia 39. Liechtenstein 39. Libya 40. Ivory Coast 40. Poland 40. Vietnam 40. Malaysia 40. Lithuania 40. Liechtenstein 41. Japan 41. Portugal 41. Malta 41. Macedonia 41. Lithuania 42. Kazakhstan 42. Qatar 42. Mexico 42. Malaysia 42. Luxembourg 43. Korea (Rep.) 43. Romania 43. Moldova 43. Malta 43. Malaysia 44. Kuwait 44. Russia 44. Montenegro 44. Mauritius 44. Mauritius 45. Kyrgyzstan 45. San Marino 45. Morocco 45. Mexico 45. Mexico 46. Latvia 46. Serbia 46. Netherlands 46. Moldova 46. Moldova 47. Lithuania 47. Seychelles 47. New Zealand 47. Monaco 47. Montenegro 48. Luxembourg 48. Singapore 48. Norway 48. Morocco 48. Morocco 49. Macedonia 49. Slovakia 49. Pakistan 49. Netherlands 49. Netherlands 50. Malaysia 50. Slovenia 50. Panama 50. Norway 50. Norway 51. Malta 51. South Africa 51. Poland 51. Panama 51. Pakistan 52. Mauritius 52. Spain 52. Portugal 52. Poland 52. Poland 53. Mexico 53. Sweden 53. Qatar 53. Portugal 53. Portugal 54. Moldova 54. Switzerland 54. Romania 54. Qatar 54. Qatar 55. Mongolia 55. Syria 55. Russia 55. Romania 55. Romania 56. Montenegro 56. Tajikistan 56. Saudi Arabia 56. Russia 56. Russia 57. Morocco 57. Thailand 57. Serbia 57. San Marino 57. San Marino 58. Netherlands 58. Ukraine 58. Singapore 58. Saudi Arabia 58. Saudi Arabia 59. New Zealand 59. United Arab Emirates 59. Slovak Republic 59. Senegal 59. Serbia 60. Nigeria 60. United Kingdom 60. Slovenia 60. Serbia 60. Singapore 61. Norway 61. United States 61. South Africa 61. Seychelles 61. Slovak Republic 62. Pakistan 62. Uzbekistan 62. Spain 62. Singapore 62. Slovenia 63. Philippines 63. Sweden 63. Slovak Republics 63. South Africa Holding Regimes 39
Belgium Cyprus Hong Kong Ireland Luxembourg Malta
64. Poland 64. Switzerland 64. Slovenia 64. Spain 65. Portugal 65. Thailand 65. South Africa 65. Sweden 66. Romania 66. Turkey 66. Spain 66. Switzerland 67. Russia 67. Ukraine 67. Sri Lanka 67. Syria 68. Rwanda 68. United Arab Emirates 68. Sweden 68. Tunisia 69. San Marino 69. United Kingdom 69. Switzerland 69. Turkey 70. Senegal 70. United States 70. Taiwan 70. Ukraine 71. Serbia 71. Uzbekistan 71. Tajikistan 71. United Arab Emirates 72. Seychelles 72. Vietnam 72. Thailand 72. United Kingdom 73. Singapore 73. Zambia 73. Trinidad and Tobago 73. United States 74. Slovak Republic 74. Tunisia 74. Uruguay 75. Slovenia 75. Turkey 75. Vietnam 76. South Africa 76. Ukraine 77. Spain 77. United Arab Emirates 78. Sri Lanka 78. United Kingdom 79. Sweden 79. United States 80. Switzerland 80. Uruguay 81. Taiwan 81. Uzbekistan 82. Tajikistan 82. Vietnam 83. Thailand 84. Tunisia 85. Turkey 86. Turkmenistan 87. Ukraine 88. United Arab Emirates 89. United Kingdom 90. United States 91. Uruguay 92. Uzbekistan 93. Venezuela 94. Vietnam Part II Mauritius, the Netherlands, Singapore, Spain, Switzerland and the United Kingdom Holding Regimes 41
1. Tax on capital contributions
Mauritius The Netherlands Singapore Spain Switzerland United Kingdom
There is no tax on capital There is no tax on capital There is no tax on capital No tax is due on capital 1% (stamp duty) of the amount There is no tax on capital contributions in Mauritius. contributions in the contributions in Singapore. contributions made to a contributed (fair market value) contributions in the UK. Netherlands. Spanish company upon with a minimum equal to the However, stamp duty or stamp Since the concept of share incorporation or thereafter nominal value of the shares duty reserve tax is payable at premium is not recognised in (whether or not the contribution issued. 0.5% on consideration for the Singapore, any contribution entails a capital increase). transfer of shares in a UK that is intended to be share Exemptions incorporated company, unless premium will be treated as Exemptions apply, inter alia, in an exemption is applicable. share capital contribution from the following cases: a Singapore legal and tax (i) Share capital up to an perspective. amount of CHF 1 million. (ii) Immigration of a company. (iii) On the basis of the Merger Act and a Circular issued by the Swiss federal tax authorities concerning the tax consequences of this law, exemptions are available for: (a) mergers, divisions transformations; (b) contributions of separate business activity or qualifying participations, and (c) financial restructurings up to an amount of CHF 10 million. For exemptions based on the Merger Act and the Circular issued in relation thereto, it is highly recommended to obtain an advance tax ruling. Holding Regimes 42
2. Corporate income tax 2.1 Corporate income tax (‘CIT’) rate
Mauritius The Netherlands Singapore Spain Switzerland United Kingdom
The general applicable rate 25% CIT rate is 17% (unless a 25% Taxes are levied at 3 levels: 19% is 15%. However, any of concessionary rate applies). federal, cantonal and communal. the following tax credits or Reduced rate of 19% for the Banks and other financial An additional 8% corporation exemption would be available: first EUR 200,000 of taxable In applying the CIT rate, a entities are taxed at a 30% tax Taxes are deductible for tax surcharge is chargeable on profits. partial tax exemption applies, rate. calculating taxable income. the profits of certain banking (i) A company tax resident as follows: Consequently, effective tax rates companies and building in Mauritius is entitled to - 75% exemption on the first are lower than the statutory societies. There is an annual foreign tax credits which SGD 10,000 of taxable rates. allowance of £25 million per reduce the Mauritius tax income; and group (or per company for payable if (i) foreign tax is - 50% exemption on the next Federal non-group members). suffered on the taxable SGD 290,000 of taxable The federal statutory CIT rate income and (ii) written income. is 8.5%. The effective rate of Where taxable profits (including evidence to that effect is federal CIT is approximately the sale of a product that produced to the Mauritius This partial exemption is not 7.8%. includes a patent, and income Revenue Authority (‘MRA’). applicable to companies from patent royalties) can be (ii) A company tax resident in enjoying a concessionary Cantonal and communal attributed to the exploitation of Mauritius is entitled to an income tax rate. Cantonal and communal tax patents, a lower effective rate 80% exemption in respect rates vary per canton and of 10% may apply. of the following types of A corporate income tax rebate municipality. The combined income: of 40% (capped at SGD statutory cantonal and (a) Foreign source interest 15,000) applies on the income communal tax rates generally income provided that the tax that is due over 2018. A vary between 5% and 25%. company satisfies the 20% rebate and SGD 10,000 The communal tax is levied as a substance requirement cap applies over 2019. percentage of the cantonal tax as prescribed. and follows the same rules. (b) Profit attributable to a Singapore applies a semi- permanent establishment territorial tax system. Onshore Total which a resident sourced income is taxable and The total (federal, cantonal and company has in a foreign offshore sourced income is not communal) effective CIT rate country. taxable until it is remitted or generally range between 12% (c) Income derived by a deemed remitted to Singapore, and 25%. Collective Investment unless it is tax exempt under Scheme (‘CIS’), Closed any of the specific income tax end fund, CIS manager, exemption provisions in the law CIS administrator, (e.g. foreign exempt dividends). Holding Regimes 43
Mauritius The Netherlands Singapore Spain Switzerland United Kingdom
investment adviser or In principle, only income which Capital tax assets manager, as accrues in or is derived from Annual cantonal and communal licenced or approved Singapore is taxable. capital tax is levied on the by the Financial net equity of a company. The Services Commission, Incentive regimes rates generally range between and provided that the Singapore offers groups 0.001% and 0.18%. company satisfies that set up a real economic certain substance presence in Singapore a wide requirements as required range of economic and tax by the Financial Services incentives, provided they satisfy Commission. the relevant conditions for the (d) Income derived by incentive. Such incentives can companies engaged in include tax base exclusions ship and aircraft leasing. of certain items of income or a reduced headline tax rate (iii) A company holding a (i.e., concessionary rate). The Global Business Licence areas in which tax incentives category 1 issued on or may be obtained range from before 16 October 2017 will R&D activities, financial sector be entitled, up to 30 June activities, fund management, 2021, to a deemed foreign regional or global headquarters, tax credit equivalent to 80% trading and distribution, of the Mauritius tax payable, logistics and transportation, resulting in a maximum shipping and manufacturing or effective tax rate of 3%. services relating to high tech or innovative products. Each incentive comes with a set of conditions and substance tests which must be met, and is awarded for a number of years (generally 5-10 years), subject to renewal, provided incremental substance conditions are satisfied. Holding Regimes 44
2.2 Dividend regime (participation exemption)
Mauritius The Netherlands Singapore Spain Switzerland United Kingdom
There is no participation Dividends are fully exempt from All dividends paid by resident Dividends derived from a For dividends, relief from UK companies other than small exemption in Mauritius. CIT under the participation companies are exempt in Spanish or a foreign subsidiary federal, cantonal and companies (see below) are fully exemption if the following three the hands of shareholders in are fully exempt from CIT communal income tax exempt from corporation tax on Dividends received from requirements are met: Singapore. under the following cumulative is granted (‘Participation dividends received, regardless a foreign participation are (i) the holding company itself conditions: Reduction’) in case: of whether the distributing taxable but a credit can be or a related party holds a Foreign dividends are foreign (i) dividends derived from a company is located in the UK claimed for actual foreign tax participation of at least 5% sourced and therefore not (i) at least 5% of the capital participation of which at or outside the UK, provided suffered on (i) such dividend of, as a general rule, the subject to income tax until of the subsidiary must be least 10% of the nominal that: (i) the dividend distribution and (ii) the underlying income nominal paid-up share capital they are remitted or deemed held (directly or indirectly) share capital is held; falls within one of the five in successive underlying of a company with a capital remitted to Singapore. Once or the acquisition value of (ii) dividends derived from profit exempt classes described companies from which the divided into shares (the remitted to Singapore, the the subsidiary must exceed rights to at least 10% of the below; (ii) the dividend is not dividend is paid provided that ‘Minimum Threshold Test’); foreign dividends are in EUR 20 million. Pursuant profits and reserves; or taken out of an exempt class each of these companies hold (ii) one of the following three principle taxed at a rate of 17% to a grandfathering rule, (iii) the shares have a fair by anti-avoidance rules; and at least 5% of the share capital tests is met: unless the foreign dividend is holding companies may market value of at least CHF (iii) no tax deduction is allowed of the underlying subsidiary in a) the holding company’s tax exempt under the foreign apply the exemption if the 1 million. to a resident of a territory respect of which the underlying objective with respect to exempt dividend provisions acquisition value of the outside the UK in respect of the tax is claimed. its participation is to obtain of the income tax law. foreign subsidiary exceeded Dividends derived from dividend. No minimum holding a return that is higher EUR 6 million in tax periods a participation in a low- period applies. Alternatively, an 80% partial than a return that may be A dividend qualifies as a foreign starting before 2015. taxed jurisdiction or from a exemption may be allowed on expected from portfolio exempt dividend if the following participation with income from The classes of exempt foreign source dividend income investment management two cumulative conditions are In the event that more than passive sources (such as dividends are: provided that such dividend is (the ‘Motive Test’); met: 70% of the income obtained dividends, interest, royalties, (i) dividend distributions not allowed as a tax deductible b) the direct and indirect (i) the headline income tax rate by the subsidiary (or its insurance or income from received from a company item in the source country and assets of the subsidiary in the foreign jurisdiction corporate group) consists group services) qualify for the (alone or jointly) controlled by the company satisfies certain generally consist for less must be at least 15%; and of dividends and capital Participation Reduction (no the UK recipient in terms of substance requirements. than 50% of ‘low-taxed (ii) the income earned in that gains, the applicability of the subject-to-tax or activity test). powers or economic rights. free passive assets’ (the foreign jurisdiction must exemption requires a 5% A targeted anti-avoidance ‘Asset Test’); or have been effectively subject indirect ownership in second Relief is granted in the form of rule applies which tries to c) the subsidiary is subject to tax in that jurisdiction or lower tier subsidiaries, a reduction of tax for the part prevent schemes that seek to an adequate levy (rate can be lower than unless such subsidiaries that is attributable to the ‘net to obtain the benefit of according to Dutch tax ordinary rate). meet the conditions dividends’ (and ‘net capital this exempt class without standards (the ‘Subject- provided by the Commercial gains’; see under 2.3 below). exposing profits to the CFC To-Tax Test’); and There is no minimum Code (Section 42) to form The ‘net dividends’ (and ‘net regime by manipulation of shareholding requirement. part of the corporate group capital gains’) are calculated as the ownership of a foreign with the first tier subsidiary the sum of dividends (and company; Holding Regimes 45
Mauritius The Netherlands Singapore Spain Switzerland United Kingdom
(iii) the payment received If the aforementioned and they draw up capital gains) derived from (ii) dividend distributions in from the subsidiary is not conditions cannot be met, consolidated financial qualifying participations less a respect of non-redeemable deductible for CIT purposes a concessionary income statements. This indirect proportional part of the finance ordinary shares. Certain in the country of the tax ruling may - in specified participation requirement expenses and less related types of foreign companies subsidiary. scenarios - be applied for, does not apply if the general expenses. Related do not issue share capital; in which the Singapore tax dividends received were general expenses are deemed although this does not Ad i. authorities may, at their included as dividends or to be 5% of the participation necessarily prevent these If a qualifying participation discretion, decide that foreign capital gains in the taxable income, unless a lower amount distributions being included drops below the threshold dividends received by the base of a subsidiary without can be demonstrated. in this class of exempt of 5%, this requirement will Singapore company will any tax relief (exemption or dividends, it is essential be considered to be met nonetheless be exempt. credit). On the cantonal and communal to consider the facts of for a subsequent period of level, a holding company each case separately. three years, provided that the Tax exemptions are also (ii) the shareholding must be can benefit from a special This exempt class covers participation qualified for the available for qualifying funds held uninterruptedly for 12 tax regime entailing a full tax any percentage of non- participation exemption for an established in Singapore and months. This requirement exemption on all its income (the redeemable ordinary shares uninterrupted period of at least managed by an approved will be met for dividends ‘Holding Status’), provided that: held. A targeted anti- one year prior thereto. fund management company in distributed before that (i) the statutory purpose of avoidance rule applies which Singapore. period elapses provided that the company is the long tries to prevent schemes Based on case law, the the shares are committed to term management of in which the shareholder participation exemption In the event a foreign dividend be held for the full 12 month participations; obtains quasi-preference or also generally applies to does not satisfy (i) the foreign period. The period in which (ii) the company has no quasi- redeemable shares; option rights and warrants exempt dividend conditions the subsidiary was held commercial activities in (iii) dividend distributions if, upon exercise, the holder mentioned above, (ii) the within the group is taken Switzerland; and received from a company would acquire a qualifying Singapore recipient is not into account with respect to (iii) the company’s assets in which the UK recipient, participation. a qualifying fund, or (iii) a this 12 month period. consist for at least 2/3 together with connected concessionary tax ruling is of participations or it has persons, (i) holds 10% or Ad ii.a) not obtained, the foreign (iii) In case the subsidiary is a at least 2/3 participation less of the issued share The Motive Test is a facts- and- dividend will be taxable when foreign subsidiary, it must be income. capital, (ii) is entitled to less circumstances test that will be remitted (or deemed remitted) subject to and not exempt than 10% of the profits met when the holding company to Singapore. In the event that from a tax of identical It is expected that the Holding available for distribution to aims to obtain a return on the dividend is taxable, the or similar nature as the Status will be abolished as of shareholders in the paying its subsidiary that exceeds a Singapore company will be Spanish CIT at a minimum January 1, 2020 during the so- company, and (iii) would be portfolio investment return. This allowed to claim a tax credit rate of 10% during the called Swiss tax reform. There entitled to less than 10% is considered to be the case, for any foreign withholding tax period in which the income is a possibility for tax neutral of the assets available for for instance, if the incurred on the dividend. was obtained (regardless step-up in asset basis (advance distribution on a winding-up. Holding Regimes 46
Mauritius The Netherlands Singapore Spain Switzerland United Kingdom
holding company is involved In addition, it will also be of any exemption, credit tax ruling is recommended to An anti- avoidance rule in the strategic management entitled to claim a tax credit or other tax relief which obtain legal certainty). applies which targets of the subsidiary or if the for any foreign income tax may be applicable to the manipulation of the holding company (or its parent incurred by the dividend paying income obtained by the Companies not qualifying maximum threshold of 10%; company) fulfills an essential company, provided that the subsidiary). If the foreign for the Holding Status can (iv) dividends received on function for the benefit of the Singapore company holds an subsidiary resides in a treaty still benefit from tax relief in shares of any kind paid out business enterprise of the interest of at least 25% in the country with an exchange the form of the Participation of distributable profits other group. dividend- paying company (if a of information clause, this Reduction on the federal, than profits derived from tax treaty applies, this threshold requirement is considered cantonal and communal level transactions designed to If more than 50% of the can be reduced to 10%). to have been met and no under the above-mentioned achieve a reduction in UK consolidated assets of evidence is required to be conditions. The Participation tax. If a paying company has the subsidiary consist of provided by the taxpayer Reduction indirectly leads any such profits, this exempt shareholdings of less than (other than a tax residence to a full exemption from CIT class is not available and will 5%, or if the subsidiary certificate issued by the on dividends derived from not be until all these ‘tainted’ (together with its subsidiaries) authorities of the treaty qualifying participations if profits have been fully paid predominantly functions as country). In the event the properly structured. out in taxable form; and a group financing, leasing or foreign subsidiary obtains (v) dividends received in licensing company, the Motive dividends or capital gains, respect of shares that Test is deemed to be failed. this subject-to-tax condition are accounted for as must be met, at least, by liabilities in accordance Ad ii.b) the indirectly held subsidiary. with UK generally accepted An asset is a ‘low-taxed free accounting practice and are passive asset’ if (i) it In no case this requirement taxed as loan relationships is a passive asset that is not is met in case of dividends for UK tax purposes, except reasonably required in the paid by a subsidiary which if they are held for an enterprise carried out by its is resident in a tax haven unallowable purpose. owner and (ii) the income from (unless the tax haven is an such asset is effectively taxed EU Member State or a part The above classes of dividend at a rate of less than 10% (see of it and provided that the which are exempt from ad ii.c below). incorporation and activity of corporation tax are relatively Real estate is considered to be the subsidiary in such tax broad and most‘normal’ a good asset for purposes of haven meets valid business dividends of UK and foreign the Asset Test by operation of reasons and it carries out companies will be exempt from law (regardless of its function business activities). UK corporation tax, subject to within the owner’s enterprise relevant anti- avoidance rules. Holding Regimes 47
Mauritius The Netherlands Singapore Spain Switzerland United Kingdom
and regardless of the tax The exemption does not apply As a general anti-avoidance position of the owner). For in case the dividend distribution rule, the dividend payment must purposes of the 50% threshold generates a tax- deductible not be tax deductible in the of the Asset Test, the fair expense in the subsidiary. source jurisdiction. Furthermore, market value of the assets is the distribution must not be decisive. The Asset Test is a In the event the subsidiary made as part of a scheme continuous test and has to be derives dividends and capital where: met throughout (almost) the gains from two or more entities (i) a tax deduction is obtained entire tax year. in which not all the above- or taxable income is given up mentioned conditions are met, in return for the distribution Assets that are used for group the exemption only applies or a right to receive the financing, leasing or licensing to the part of the dividends distribution; activities are as a general rule derived from the entities which (ii) goods and services are deemed to be passive, unless meet those requirements. For paid for on terms that differ they form part of an active these purposes, it is required to from the arm’s length price financing or leasing enterprise identify which retained earnings and the reason for the as described in Dutch law, or have been distributed to the difference is that one of the are for 90% or more financed holding company. parties expects to receive a with loans from third parties. distribution; The portion of the income (iii) the dividend exemption is Ad ii.c) which does not qualify for the used to produce a return As a general rule, a exemption must be included in which is equivalent to participation is considered to the CIT taxable base. In case interest where the payer and be subject to an adequate of foreign subsidiaries, the recipient of the distribution levy if it is subject to a tax on Spanish holding company can are connected and the main profits levied at a rate of at benefit from a tax credit for the purpose, or one of the main least 10%. However, certain lower of (i) taxes effectively paid purposes, of the scheme tax base differences, such as abroad, and (ii) taxes payable is to obtain a more than the absence of any limitations in Spain on such income. negligible tax advantage; on interest deduction, a too Tax credits aiming to provide (iv) an overseas tax deduction broad participation exemption, double taxation relief cannot is being given in respect of deferral of taxation until exceed 50% of the tax due in an amount determined by distribution of profits, or case of taxpayers which had reference to the distribution deductible dividends, may a turnover of more of EUR 20 where the distribution is cause a profit tax to disqualify million in the previous tax year. made as part of the scheme, Holding Regimes 48
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as an adequate levy, unless the and the main purpose, or effective tax rate according to one of the main purposes, Dutch tax standards is at least of the scheme is to obtain 10%. a more than negligible tax advantage; or If the Minimum Threshold (v) a company for which a Test, as referred to in 2.2 (i) distribution would represent hereof, is met but the remaining a trade receipt diverts the conditions of the participation distribution to a connected exemption are not, a credit will company which would want be granted for the underlying to claim an exemption for the tax paid by the participation at dividend. a maximum rate of 5% (except for qualifying EU participations, It is possible for the UK recipient for which the actual tax can be to elect for a distribution not credited). to be treated as exempt, as a consequence of which foreign Ad (iii) tax credit rules may apply on The participation exemption dividends received from foreign does not apply to payments companies. This election may received from a subsidiary to be beneficial where the terms of the extent that such payments a double tax treaty would apply are, directly or indirectly, a higher rate of withholding tax deductible for CIT purposes in if the dividends were exempt in the country of the subsidiary the hands of the UK recipient (irrespective of whether the compared to if the dividends deduction is actually claimed). were not exempt.
Special conditions apply for a full exemption from corporation tax for dividends received by a UK company which is a small company within the meaning of Commission Recommendation 2003/361/ EC of May 6, 2003, Holding Regimes 49
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i.e. a company which employs less than 50 persons and whose annual turnover and/ or annual balance sheet does not exceed EUR 10 million. Holding Regimes 50
2.3 Gains on shares (participation exemption)
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Capital gains realised on the Gains realised on the alienation Capital gains realised on the Capital gains derived from For capital gains, relief Capital gains on shares held sale of shares are not subject of a participation (including sale of shares are not subject to the sale (including liquidation, from federal, cantonal and by a UK company are subject to income tax. foreign exchange results) are income tax. separation of shareholders, communal income tax is to UK corporation tax, unless fully exempt from CIT under the merger, partial or total division, granted in the form of the the capital gains qualify for same conditions as described However, if the gain can be capital reduction, contribution Participation Reduction (see a full exemption under the under 2.2 above for dividends. characterised as a revenue gain in kind or global transfer of under 2.2 above) under the substantial shareholding (as opposed to being a capital assets and liabilities) of a following conditions: exemption rules. Gains realised on option gain), the gain will be taxable Spanish or foreign subsidiary (i) the shares disposed of rights and warrants are at the ordinary income tax rate. are fully exempt from Spanish represent at least 10% of To qualify for the substantial generally exempt by virtue of There is rich case law on this CIT if the participation’s nominal shareholding exemption, the the participation exemption matter and authority is derived (i) the conditions listed under share capital or the capital investing UK company must if, upon exercise, the holder from decisions of not only the 2.2.a) and 2.2.b) above are gain derives from profit have owned 10% or more of would acquire a qualifying Singapore courts, but also met on the day on which the rights to at least 10% of the the ordinary share capital in participation. from case law in Hong Kong, transfer takes place, and profits and reserves; and the investee company and Australia, New Zealand and the (ii) the conditions listed under (ii) the shares or profit rights must be beneficially entitled to UK. Whether a gain is capital or 2.2.c) above are met in each disposed of must have been 10% or more of the investee revenue in nature, will depend and every tax period of the held for at least 12 months. company’s profits available for on the intention of the taxpayer holding period. distribution and of its assets when it acquired the shares. If, after the sale of at least 10% on a winding-up, throughout The capital gains exemption of a qualifying participation, an uninterrupted period of If the main intention was to will be partially applicable if the the remaining participation falls at least 12 months in the six make a future gain on a sale of requirements listed under below the 10% threshold, relief years preceding the date of the the shares, the future gain may 2.2.c) above were not met from federal tax will still apply disposal. be considered to be revenue in during one or more of the tax if the fair market value of the nature and taxable. The intention periods of the holding period. remaining participation is at Furthermore, the investee is not always obvious and is In particular: least CHF 1 million. company must meet a trading often inferred from the facts (i) The exemption will apply requirement. The investee of the case, such as how the to the portion of the gain On the cantonal and communal company must be a sole shares are financed, how long corresponding to retained level, a holding company can trading company or a holding the shares were held by the earnings generated by qualify for the Holding Status, company of a trading group taxpayer, whether the taxpayer the foreign subsidiary in entailing a full tax exemption or sub-group. This trading is in the business of buying and tax periods in which the on all its income. See under requirement must be met from selling securities, whether the requirements listed under 2.2 above for the conditions the beginning of the 12-month taxpayer earned income from 2.2.c) above were met. and contemplated changes in period by reference to which the shares prior to the sale, etc. future. the shareholding requirement above is satisfied up to the time of disposal. Holding Regimes 51
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With effect from 1 June 2012, (ii) The portion of the gain not Companies not qualifying The jurisdiction of residence or a safe harbor rule exists in the corresponding to retained for the Holding Status can incorporation of the investee income tax law. A gain derived earnings generated by the still benefit from tax relief in company is not relevant. by a Singapore taxpayer from foreign subsidiary and which the form of the Participation However, special rules apply the sale of ordinary shares sold cannot be allocated to a Reduction on the federal, among others in the case on or after 1 June 2012 will not particular tax period will be cantonal and communal of joint ventures and group be taxable if: allocated proportionally to level if the conditions reorganizations. (i) The divesting company the tax periods during which mentioned above are met. holds a minimum the interest in the foreign The Participation Reduction An anti-avoidance measure shareholding of 20% in the subsidiary was held, and will indirectly leads to a full applies to deny the substantial company whose shares are be exempt to the extent it exemption from CIT on capital shareholding exemption in being disposed of; and is allocated to tax periods gains derived from qualifying case of an arrangement under (ii) The divesting company in which requirements listed participations if properly which the sole or main benefit has held these shares for under 2.2.) c) above were structured. that could be expected is a minimum period of 24 met. the realization of an exempt months immediately prior Transfer stamp tax gain under the substantial to the disposal This safe In general, the above- mentioned The transfer of ownership shareholding exemption. harbor applies until May 31, rules regarding a partial of taxable securities can be 2022, and will be evaluated exemption should also apply subject to transfer stamp tax in 2021. in the event of a transfer of a at a rate of up to 0.15% on subsidiary which participates in securities issued by a Swiss For gains or losses arising two or more subsidiaries which issuer and up to 0.3% on from share disposals in do not meet all the requirements. securities issued by a non- other scenarios, the tax Swiss issuer, calculated on treatment should continue to The exemption will not apply in the fair market value of the be determined based on a the event of a transfer of: securities transferred if a Swiss consideration of the facts and (i) a directly or indirectly securities dealer for transfer circumstances of the case. held subsidiary which stamp tax purposes is a party is considered a passive or an intermediary to the Stamp duty company within the meaning transaction. Stamp duty is only due on of article 5 (2) of the CIT the transfer of shares of Act. In such a case, the Shares, bonds, notes, a Singapore incorporated exemption will only apply to participation certificates and company (i.e. share issuance is the part corresponding to profit sharing certificates in free of stamp duty). The rate retained earnings; Swiss or in foreign Holding Regimes 52
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of 0.2% is applied on the value (ii) a subsidiary which is a corporations, as well as of or consideration paid for the Spanish or European participations in limited liability shares, whichever is the higher. economic interest group. In companies or cooperatives and Relief is available for: such a case, the exemption collective investment schemes (i) qualifying reorganisations or will only apply to the part are considered taxable amalgamations; or corresponding to retained securities. (ii) a qualifying transfer of earnings; or assets between associated (iii) a directly or indirectly held Swiss companies owning companies. subsidiary which falls within taxable securities with a book the scope of the CFC rules if value in excess of CHF 10 at least 15% of its income is million qualify as securities imputed according to such dealers for transfer stamp tax CFC rules. purposes.
In the event that the A number of exemptions are circumstances stated in available to facilitate intra-group paragraphs (i) and (iii) are reorganisations. met only in one or more tax years of the holding period, the exemption shall not be applicable to the part of the income that proportionally corresponds to those tax years.
The exemption will in any event not apply in case of a transfer of a subsidiary which is resident in a tax haven (unless the tax haven is an EU Member State or a part of it, provided that the incorporation and activity of the subsidiary in such tax haven meets valid business reasons and it carries out business activities). Holding Regimes 53
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The portion of the gain which is not exempt must be included in the CIT taxable base and, in the case of foreign subsidiaries, the Spanish holding company can benefit from a tax credit for the lower of (i) taxes effectively paid abroad, and (ii) taxes payable in Spain on such income. Tax credits aiming to provide double taxation relief cannot exceed 50% of the tax due in case of taxpayers which had a turnover of more of EUR 20 million in the previous tax year. Holding Regimes 54
2.4 Losses on shares
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Losses incurred in respect of Losses on shares qualifying Capital losses on shares are Losses on shares qualifying Losses are deductible, unless Losses on a disposal of shares in shares in a subsidiary are not for the participation exemption not deductible. for the participation exemption anti-abuse rules apply. Losses respect of which the conditions tax deductible. are not deductible, except in are not deductible, except in can be carried forward for 7 of the substantial shareholding the event of a liquidation of Revenue losses incurred on the event of liquidation of the years. Loss carry back is not exemption are met do not qualify the participation (subject to the sale of shares are tax subsidiary, provided that such possible. as an allowable loss for tax stringent conditions). deductible unless the sale is liquidation does not take place purposes. offshore sourced. within a restructuring process. Upon realisation of a capital Losses incurred on option gain, any earlier depreciation If such conditions are not met, rights and warrants are not However, losses deriving from needs to be recovered before losses on a disposal of shares deductible if the participation the liquidation of a subsidiary applying the participation generally qualify as allowable exemption applies in respect must be reduced by the reduction. capital losses which may be of such option rights and amount of dividends received offset only against taxable capital warrants. See under 2.2. and within the prior 10 years in case Write-downs of qualifying gains in the current year and in 2.3 above. such dividends did not reduce participations can be future years. No carry back of the acquisition value of the scrutinised by the tax capital losses is possible. participation and were entitled authorities and added back to to tax relief pursuant to the taxable profit in case they are An anti-avoidance measure participation exemption regime no longer justified. applies which provides that a or the tax credit regime. capital loss arising on a disposal in connection with arrangements Subject to certain conditions, having a main purpose of losses on shares not qualifying obtaining a tax advantage will for the participation exemption not qualify as an allowable capital may be deductible. loss.
Accounting provisions or write offs on shareholdings can generally not be taken into account for tax purposes. Exceptionally, where the market value of a shareholding has become negligible, a claim can be made to the UK tax authorities to treat the asset as having been sold and Holding Regimes 55
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immediately reacquired at its negligible value, thus establishing a capital loss that could in principle be set off against capital gains on other assets, unless the capital loss does not qualify as an allowable loss for tax purposes. Holding Regimes 56
2.5 Costs relating to the participation
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In general, costs are deductible Costs relating to the acquisition Costs are deductible only if In general, costs, including All expenses are in principle Costs relating to the acquisition if they are incurred exclusively or alienation of a participation they are shown to be revenue interest payments related to deductible. However, due to or sale of the participation in the production of gross are not deductible expenditures which are wholly the financing of the acquisition the method used for calculating are generally not deductible income and they are not of a and exclusively incurred in the and/ or maintenance of the the Participation Reduction (see against income profits, but capital, private or domestic Other costs relating to the production of income that is participation, are deductible. under 2.2 above), expenses may be deducted from capital nature. participation, such as interest taxable in Singapore. Capital that are allocable to dividends gains on disposal (if not expenses on acquisition debt, expenditures and expenses However, interest expenses on and capital gains derived from covered by the substantial Costs are not deductible to the are in principle tax deductible. relating to foreign sourced loans from related parties are qualifying participations are shareholding exemption). extent that they are incurred income or exempt income are not deductible if such debt is effectively not deductible. However, interest expenses on in the production of exempt However, the deduction of thus not deductible. used (i) to acquire, from other debt incurred to purchase or income. expenses on acquisition debt related parties, shares in any Certain debt-to-equity ratios to fund participations (whether may be restricted pursuant to type of entities or (ii) to make and safe harbor interest rules located in the UK or not) are Interest expenses are one of the following rules: contributions to the equity of may apply. in principle tax deductible, deductible if they are incurred in (i) the earnings stripping rule other related parties, unless it is provided the level of debt respect of financing employed implemented on the basis proven that such transactions taken on and the interest exclusively in the production of of ATAD I, which limits the are carried out for valid payable comply with arm’s gross income. deduction of the net amount economic reasons. Additionally, length terms, do not breach the of interest expenses in a the tax deductibility of net unallowable purpose rule (i.e. taxable year to the higher financing expenses is limited debt should be within business (i) of 30% of the EBITDA to 30% of the operating profit or commercial purposes of for tax purposes or (ii) EUR for the financial year if the net the debtor) and provided no 1 million. The EBITDA is financing expenses exceed other specific rule limiting the calculated on a Dutch tax EUR 1 million. deductibility of interest applies. basis, which means that for instance dividends that In the case the net financing The UK’s ‘interest-barrier’ qualify for the participation expenses of the tax period do regime limits the deductibility of exemption (see 2.2) are not not reach the 30% limit, the interest expense for companies included in the EBITDA. Any difference between that limit that are part of groups with non-deductible interest on and the net financing expenses more than £2 million of net the basis of this rule can be of that tax period can be added UK interest expense in a given carried forward indefinitely. to the limit that will apply in the accounting period. The default (ii) the anti-base erosion next 5 tax periods. position under the rules is that rules which restrict, under the tax deductibility of a group’s certain circumstances, the net interest expense is limited deduction of expenses on to a fixed ratio of 30% of its Holding Regimes 57
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related-party debt incurred In case of leveraged taxable EBITDA. A debt cap in connection with certain acquisitions there is an applies to ensure that the net tainted transactions, additional rule that limits the UK interest expense does not including the distribution of deductibility of interest on loans exceed the net external interest a dividend to a related party, that have been obtained for the expense of the worldwide or the acquisition of shares purchase of shares, to 30% group. in a company which is a of the operating profit of the related party following the acquiring entity. The limitation Alternatively, a group may acquisition; does not apply in the year of substitute the fixed 30% (iii) the hybrid debt classification the acquisition if the acquisition ratio with a ‘group ratio’ rules and the non- debt does not exceed 70% method. The group ratio is businesslike loan rules, as of the consideration paid for based, broadly, on the ratio developed under case law. the shares. In the following of the net interest expense years, the limitation does not of the worldwide group to As a general rule, currency apply if the acquisition debt is its EBITDA for the period exchange gains with respect proportionally amortised within (ignoring amounts payable to borrowings to finance a an eight-year period until it is to shareholders and related participation are taxable and reduced to 30% of the total parties, and equity-like currency losses incurred consideration. instruments) on the basis of its on such borrowings are consolidated accounts. A debt deductible. cap also applies to the group ratio. Subject to advance confirmation from the Dutch Interest expense for which tax authorities, the participation deductions are denied may be exemption will apply to carried forward indefinitely to gains and losses on financial any later period where there is instruments entered into by sufficient interest allowance. the Dutch holding company Unused interest allowance to hedge its currency risk can be carried forward for five with respect to exempt years. participations. Interest deduction may also be curtailed by the UK’s hybrid mismatch rules which seek Holding Regimes 58
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As a general rule, currency to counteract mismatches exchange gains with respect involving either double to borrowings to finance the deductions (double deduction participation are taxable and cases) for the same expense currency losses incurred or deductions for expenses on such borrowings are without any corresponding deductible. receipt being taxable (deduction/non-inclusion Subject to advance cases). The rules apply to confirmation from the Dutch arrangements involving a tax authorities, the participation hybrid financial instrument, a exemption will apply to hybrid entity or a dual resident gains and losses on financial company. instruments entered into by the Dutch holding company to hedge its currency risk with respect to its exempt participations. Holding Regimes 59
2.6 Tax rulings
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Any person who derives or may The application of the Singapore offers taxpayers the Binding rulings can be obtained The application of the It is not common practice to derive income in Mauritius may participation exemption regime possibility to obtain an advance in relation to the interpretation Participation Reduction has to obtain advance tax rulings. apply to the Director General of or the domestic exemption of tax ruling provided it concerns and/or application of the be claimed in the tax return and However, under specific the MRA for a binding ruling as dividend withholding tax (see an interpretation of the law. provisions regulating the does not require a tax ruling. statutory provisions, advance to the application of the Income 3.1 below) does not require There is no requirement under Spanish holding company. clearance may be obtained Tax Act to that income. obtaining an advance tax the law to obtain an advance Similarly, the cantonal/ for certain transactions. The ruling (‘ATR’), although this is ruling for foreign dividends or As from 1 January 2017, communal Holding Status (see most common example is a An application for a ruling is possible. gains, but doing so may be Spain (and all other EU under 2.2 and 2.3 above) has clearance letter for a share- subject to a fee of USD 58 helpful if there is doubt about Member States) is required to to be claimed in the tax return for-share or share-for-debt if made by an individual and ATRs are regularly granted in the interaction of the foreign tax automatically exchange certain and does not require a tax exchange between two USD 291 if made by any other relation to the participation position of an asset with the information on tax rulings and ruling. However, in practice, it is companies to defer any gains. person. The Director General exemption, non-resident Singapore tax system. advanced pricing agreements advisable to request a tax ruling It is also possible to ask for of the MRA has a time limit of taxation and the dividend (APAs) issued on or after for application of the Holding a non-statutory clearance in 30 days from the receipt of an withholding taxation rules (see Taxpayers can apply for 1 January 2017. In addition, Status in advance. respect of recent tax legislation application to issue a ruling. under 3.1 and 4 below). an advance ruling from the certain tax rulings and APAs where there is genuine Singapore tax authority (‘IRAS’). issued, amended or renewed Switzerland started uncertainty as to the meaning Mauritius has had committed In order to be eligible for Broadly, an advance ruling is a after 1 January 2012 will also spontaneously exchanging of the legislation and the matter itself to the OECD framework an ATR, a Dutch resident written interpretation of how a be subject to exchange. information on advance tax has a commercial importance regarding the compulsory corporate taxpayer has to meet provision of the Income Tax Act rulings as of 1 January 2018 to the company seeking the exchange of information on tax certain minimum substance applies to a specific taxpayer In addition, Spain has for tax years 2018 onwards. clearance. rulings. The categories of tax requirements. In addition, the and a proposed arrangement. committed itself to the Not only new rulings but also rulings on which information Dutch government aims to A non-refundable fee of SGD OECD framework regarding existing rulings applicable as As from 1 January 2017, the has to be exchanged are revise the Dutch ruling policy 620 applies upon application the compulsory exchange from 1 January 2010 that United Kingdom (and all other identified in the OECD BEPS by 1 July 2019. As a result, the for the ruling and a further fee information on tax rulings are still applicable on 1 January EU Member States) is required Action 5 Final Report.Rulings bar will be raised for issuing of SGD 150 per hour applies issued on or after 1 April 2016. 2018 are subject to the to automatically exchange issued on or after September a tax ruling of an international to the next 4 hours spent on Tax rulings issued on or after spontaneous exchange. The certain information on tax 2017 and must be exchanged nature. If such a tax ruling the ruling. The ruling process 1 January 2010 that were still spontaneous exchange of rulings and advanced pricing within three (3) months of the is issued, an anonymised should take approximately 8 valid on or after 1 January 2014 information on advance tax agreements (APAs) issued on date of the issue of the ruling. summary of the ruling will be weeks (expedited handling had to be exchanged before rulings by Switzerland is based or after 1 January 2017. In published. is possible). Rulings are final, 2017. The categories of tax on the OECD Convention addition, certain tax rulings binding and confidential. rulings on which information on Mutual Administrative and APAs issued, amended As from 1 January 2017, the has to be exchanged are Assistance in Tax Matters (MAC) or renewed after 1 January Netherlands (and all other EU In June 2016, Singapore identified in the OECD BEPS and exchange may take place 2012 will also be subject to Member States) is required to became a BEPS associate and, Action 5 Final Report. to the countries where the MAC exchange. automatically exchange certain accordingly, committed itself to has entered into force. Holding Regimes 60
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information on cross-border tax the OECD framework regarding The MAC as well as the In addition, the United Kingdom rulings and advanced pricing the compulsory exchange required Swiss domestic has committed itself to the agreements (APAs). information on tax rulings. legislation (the Swiss Tax OECD framework regarding Singapore automatically Administrative Assistance the compulsory exchange In addition, the Netherlands exchanges certain tax rulings Ordinance) for the spontaneous information on tax rulings has committed itself to the issued on or after 1 April 2017. exchange of information on issued on or after 1 April 2016. OECD framework regarding Tax rulings issued on or after advance tax rulings entered Tax rulings issued on or after the compulsory exchange of 1 January 2012 that were still into force in Switzerland on 1 January 2010 that were still information on tax rulings. The valid on or after 1 January 2015 1 January 2017. valid on or after 1 January 2014 categories of tax rulings on and tax rulings issued on or had to be exchanged before which information has to be after 1 January 2015 but before Rulings which are subject to 2017. The categories of tax exchanged are identified in the 1 April 2017 were exchanged the spontaneous exchange of rulings on which information OECD BEPS Action 5 Final before yearend 2017.The information include, inter alia, has to be exchanged are Report. categories of tax rulings on rulings that carry a significant identified in the OECD BEPS which information has to be risk of base erosion and profit Action 5 Final Report. exchanged are identified on shifting such as, inter alia, ruling the Singapore tax authorities’ confirming the application of website. Swiss tax regimes (holding, domiciliary, mixed, principal company tax status, Swiss finance branch regime), unilateral transfer pricing rulings or rulings regarding the attribution of income to a permanent establishment. Holding Regimes 61
3. Withholding taxes payable by the holding company 3.1 Withholding tax on dividends paid by the holding company
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No withholding tax is levied 15%, which may be reduced Singapore does not levy any Under the Spanish holding 35%, which may be (partially The UK does not generally levy in Mauritius on dividend by virtue of tax treaties. withholding tax on dividends. regime (ETVE regime), which is or fully) refunded by virtue of withholding tax on dividend distributions to residents or subject to certain formalities, no tax treaties or the Agreement payments. non-residents. Distributions by Dutch withholding tax is levied on the between Switzerland and the Cooperatives part of the dividend relating to EU on the automatic exchange Profit distributions by a Dutch income from qualifying foreign of financial account information cooperative are not subject subsidiaries (i.e. if conditions (‘CH/EU Agreement’). For to Dutch dividend withholding listed under 2.2 above are met) qualifying parent companies tax, unless it concerns profit when distributed to a non- a reduction or exemption at distributions by a so-called resident shareholder, provided source is possible under certain holding cooperative. that the shareholder is not conditions. resident in a tax haven. A cooperative qualifies as If a distribution is made to a a holding cooperative if its Otherwise, the general Swiss resident company, a full actual activities usually consist withholding tax rate applicable refund can be obtained or, in for 70% or more of holding for outbound dividends to case a participation of at least participations or of group non-resident shareholders 20% is held and a notification financing activities. This is is 19%, which rate is usually procedure is followed, an determined based on balance reduced to 0 - 15% by virtue exemption at source can be sheet totals, but also taking of tax treaties or by virtue of obtained. into account types of assets the implementation of the EU and liabilities, turnover, profit- Parent-Subsidiary Directive Furthermore, under the tax generating activities and time in Spanish domestic law if all treaties with various countries, spent by employees. the applicable requirements an exemption at source is are met. available for qualifying parent No Dutch dividend withholding companies. Certain strict tax is due on distributions to The tax exemption deriving requirements have to be met members of the cooperative from the implementation of the (beneficial ownership test). that have an entitlement to less EU Parent-Subsidiary Directive than 5% of the annual profits or in Spanish domestic law will On the basis of the CH/EU the liquidation proceeds of the not apply under a domestic Agreement (art. 9), a full refund cooperative, alone or together special anti-avoidance rule if or exemption at source may with related persons or as a the majority of the voting rights be obtained for dividends paid member of a collaborating in the EU parent company are by a Swiss subsidiary to an EU group. directly or indirectly held by parent company provided that: Holding Regimes 62
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0% rate for substantial individuals or other entities that (i) the EU parent company holds NL, EU/EEA or treaty do not reside in an EU Member at least 25% of the nominal shareholder State (or in the EEA provided share capital of the Swiss Under the domestic rules, a that an effective exchange subsidiary for at least two 0% rate applies if a distribution of tax information treaty with years; is made by a Dutch company Spain exists), unless the (ii) the parent company is or cooperative to a substantial incorporation and operations of resident for tax purposes shareholder established in: the EU parent company follow in an EU state and the (i) the Netherlands, provided valid economic motives and distributing company is the shareholder can apply substantive business reasons resident for tax purposes in the participation exemption Switzerland; with regard to the dividend (iii) under any double tax treaty distribution or is included in with a third State neither a CIT consolidation with the company is resident for tax distributing company; purposes in that third State; (ii) either the EU/EEA or a and country with which the (iv) both companies are subject Netherlands has concluded to corporation tax without a tax treaty that includes a being exempt and both dividend article; provided have the form of a limited the shareholder could have company. applied the participation exemption had it been a tax For an exemption at source resident of the Netherlands. pursuant to a tax treaty or the CH/EU Agreement, approval However, the exemption under must be requested in advance (ii) does not apply if (i) the which is valid for 3 years. interest in the Dutch entity is In addition, in respect of held with the main purpose each dividend distribution, a or one of the main purposes notification procedure applies. to avoid Dutch dividend withholding tax and (ii) there Switzerland will continue to apply is an artificial arrangement its strict anti-abuse provisions in place. An arrangement is (beneficial owner test) also under considered artificial if it the CH/EU Agreement. Holding Regimes 63
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is not put in place for valid Contributed capital and share business reasons that reflect premium can be repaid free economic reality. Additional of dividend withholding tax, conditions apply, dependent provided that certain strict on the specific facts and formalities are complied circumstances. with (inter alia, booked in a separate account in the books Liquidation / share of the company, periodically redemption reported to the Federal Tax Liquidation distributions and Administration). payments upon repurchase of shares are treated as ordinary dividends to the extent they exceed the average fiscally recognised capital contributed to the shares of the Dutch company.
An exemption may apply for the repurchase of listed shares.
Under Dutch tax treaties liquidation distributions and payments upon a repurchase of shares are sometimes classified as a capital gain and not as a dividend. As a result, if such treaty is applicable, the Netherlands may not be allowed to levy any tax on the proceeds upon liquidation or repurchase of shares. Holding Regimes 64
3.2 Withholding tax on interest paid by the holding company
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Subject to the below- The Netherlands does not levy Interest, commissions, fees or 19% withholding tax (which Withholding tax at a rate The UK levies 20% withholding mentioned exemptions, withholding tax on interest other payments in connection may be reduced under tax of 35% is levied on interest tax on interest payments made Mauritius levies 15% payments, unless interest is with any loan or indebtedness treaties to 0-15%). payments by for instance to non-residents on loans with withholding tax on interest paid on a debt instrument that are subject to a final banks and similar financial a maturity of more than 365 payments made by any is treated as capital for Dutch withholding tax of 15% on the 0% to tax residents in an EU institutions, or interest paid days. However, there are a few Mauritius resident person, tax purposes. In that case, gross amount, unless reduced Member State (not qualified on bonds, notes and similar exemptions. other than an individual, to any dividend withholding tax is due under a tax treaty. as tax haven, e.g. Gibraltar), securities. If properly structured person, other than a company at a rate of 15% (subject to provided that they do not and documented interest No UK withholding tax is due resident in Mauritius. reduction under tax treaties). obtain the interest through a paid by an ordinary holding on interest paid on quoted An exemption is available permanent establishment in company on an intercompany Eurobonds. In addition, interest Exemptions under the same conditions as Spain. loan is not subject to payments on (UK) bank The following are exempted mentioned under 3.1 above for withholding tax, unless the loan deposits may be made free from withholding tax: regular dividend distributions. is profit sharing or qualified of withholding tax, provided a (i) Interest payable on: as hidden equity. Certain safe declaration of non-residence a. a balance maintained Under certain circumstances, a harbor interest rules may apply is filed with the bank. A further in a bank which holds non-resident recipient of Dutch on intercompany loans. exemption is available for a banking licence by source interest income may be qualifying private placements an individual who is not subject to non-resident CIT in The withholding tax rate can (a form of long-term, non- resident in Mauritius; the Netherlands; see under 4 be reduced by virtue of a tax bank, unlisted debt) on certain b. a savings or fixed below. treaty. businesses and infrastructure deposit account held projects. by an individual, a The Netherlands has société (partnership) or announced that it intends to Withholding tax on interest a succession (i.e. an introduce a withholding tax on may be reduced to zero estate) with any bank interest as of 2021 in the case under the provisions of the EU or a non-bank deposit of interest payments to ‘low tax Interest and Royalties Directive. institution under the jurisdictions’ and in the case of Furthermore, a reduced interest Banking Act; or ‘abuse’. withholding tax rate may apply c. government securities, pursuant to a double tax treaty debentures and sukuks with the UK. The UK operates quoted on the stock a view on treaty applications exchange and Bank of that demands the recipient of Mauritius Bills held by the interest be the ‘beneficial an individual, a société owner’ of the interest. (partnership) or Holding Regimes 65
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a succession (i.e. an estate) or d. Bonds and sukuks quoted on the stock exchange held by a non- resident company. (ii) Interest paid to a non- resident, not carrying on any business in Mauritius: a. by a company holding a Global Business Licence out of its foreign source income; or b. by a bank which holds a banking licence in so far as the interest is paid out of gross income derived from its banking transactions with non-residents and corporations holding a Global Business Licence. Holding Regimes 66
3.3 Withholding tax on royalties paid by the holding company
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Subject to the below- None. Royalties paid to non-residents 24%, which can generally be None. The UK levies 20% withholding mentioned exemptions, are generally subject to a final reduced under a tax treaty. tax on patent royalty payments Mauritius levies a withholding The Netherlands has withholding tax of 10% on the and payments for copyrights tax at 10% on royalties paid announced that it intends to gross amount of the royalty, Royalties paid to residents of made to non-residents, as well to residents and 15% on introduce a withholding tax on unless reduced under a tax an EU or EEA country with as on certain other classes of royalties paid to non-resident. royalties as of 2021 in the case treaty. which an effective exchange regular payments to non- of interest payments to ‘low tax of information treaty exists, the residents. Royalties paid by an individual jurisdictions’ and in the case of withholding tax is reduced to or a company holding a Global ‘abuse’. 19%. The UK has implemented the Business Licence are exempt provisions of the EU Interest from withholding tax. No withholding tax applies and Royalty Directive. between associated companies Royalties payable to a non- in the EU pursuant to the resident by a company out of provisions of the EU Interest its foreign source income are and Royalty Directive. The exempt from withholding tax. withholding tax exemption does not apply when the majority of the voting rights in the EU company which derives the royalties are owned, directly or indirectly, by individuals or other entities that do not reside in an EU Member State, unless the incorporation and operations of the EU parent company follow valid economic motives and substantive business reasons. Holding Regimes 67
4. Non-resident capital gains taxation
Mauritius The Netherlands Singapore Spain Switzerland United Kingdom
Gains derived by non-residents Capital gains realised by Capital gains derived from the Under the Spanish holding Gains realised by non- resident Capital gains realised by a from the sale of shares in, and non-resident entities on the sale of shares in a Singapore regime (ETVE regime), which is individuals or companies on the non-resident shareholder on other securities issued by, a alienation of shares in a Dutch company by a non-resident subject to certain formalities, disposal of shares in a Swiss the sale of shares in a UK Mauritius company are not company are subject to Dutch shareholder are not subject to capital gains realised by non- company are normally not company are not subject taxable. taxation if all of the following taxation in Singapore. residents on the transfer of subject to Swiss taxation. to UK taxation, unless the conditions are met: shares in a Spanish holding shares are attributable to a (i) the non-resident entity holds company are not subject to UK permanent establishment at the time of the alienation Spanish taxation, to the extent of the shareholder or the UK directly or indirectly an that the capital gains realised company derives its value from equity interest of 5% or relate to retained earnings certain types of real estate more in the Dutch company from exempt income (obtained investments. (a ‘substantial interest’); from qualifying foreign (ii) the substantial interest is subsidiaries) or to the increase held with one of the main in value of the qualifying purposes to avoid a Dutch foreign subsidiaries, provided personal income tax; and that the seller (non- resident (iii) there is an artificial shareholder) is not resident in a arrangement in place. An tax haven. In case non-resident arrangement is considered capital gains taxation applies, as artificial if it is not put the applicable rate is 19%. in place for valid business reasons that reflect Other exemptions economic reality. Qualifying exchanges of shares, mergers, spin-offs and The income is calculated contributions of assets. on a net basis. If the above- mentioned conditions are met, Liquidation the non-resident taxation also The dissolution/winding up of applies to distributions made the Spanish holding, triggers by the Dutch company, as well the same CIT consequences as as income derived from loans described above in relation to a granted by the non-resident transfer of shares. to the Dutch company. Holding Regimes 68
Mauritius The Netherlands Singapore Spain Switzerland United Kingdom
Capital gains realised by non- resident individuals on the alienation of shares in a Dutch company are subject to 25% Dutch personal income taxation if that individual – together with his or her partner – directly or indirectly holds an equity interest in the Dutch company of 5% or more, unless that equity interest is attributable to a business enterprise of the individual. Holding Regimes 69
5. Anti-abuse provisions / CFC rules / BEPS measures
Mauritius The Netherlands Singapore Spain Switzerland United Kingdom
The Income Tax Act provides An annual mark-to-market A general anti-avoidance Apart from the anti-abuse The 1962 Anti-Abuse Decree The UK has a general anti- for anti-avoidance measures revaluation applies to a rule exists in the legislation provisions discussed under 3.1 and certain Circulars stipulate avoidance rule (‘GAAR’) which including the disallowance of substantial (25% or more) to disregard the tax effect of and 3.3. above, the Spanish unilateral anti-abuse measures. counteracts tax advantages deductions for (i) excessive shareholding in a low-taxed schemes entered into with a Legislation includes domestic They contain specific anti- arising from abusive tax remuneration to shareholders subsidiary of which the assets primary or dominant purpose of GAARs, CFC rules, anti-hybrid abuse rules for foreign arrangements. Penalties of up or directors, (ii) interest on consist, directly or indirectly, for obtaining a tax benefit. provisions and anti-tax haven controlled Swiss companies to 60% of the counteracted tax debentures issued by reference 90% or more of ‘low-taxed free provisions (see under 2.2 and that claim the benefits of Swiss may be imposed. to shares and (iii) excessive passive investments’. There are no thin capitalisation 2.3 above regarding exclusions tax treaties for income which management expenses. rules, controlled foreign from the participation they receive from abroad. Further, the UK tax authorities Anti-abuse rules apply with corporation provisions or exemption in that regard). have established a Counter- Any transaction entered into respect to the participation earnings stripping provisions, However, CFC rules are not Also under certain tax treaties, Avoidance Directorate for the sole or predominant exemption in relation to hybrid although the general anti- applicable when the foreign anti-abuse rules apply. which is responsible for the purpose of enabling the instruments (see under 2.2 iii avoidance rules may apply to company is tax resident in an development, maintenance and relevant person, either alone above). such transactions. EU Member State, provided the Switzerland has no CFC rules delivery of anti-avoidance policy or in conjunction with other incorporation and activity of the in place and does not plan to and enquiries into marketed persons, to obtain a Mauritius An exemption or reduction of A no-substantial-change-in- foreign company meets valid introduce such regulations. avoidance. In addition, there is tax benefit is also disregarded. Dutch dividend withholding tax shareholder test applies to business reasons and it carries a regime whereby the UK tax may be denied based on the so carry forward losses and capital out business activities. Switzerland has taken account authorities require any person There are no CFC rules in called ‘anti-dividend- stripping’ allowances, unless a waiver is of some BEPS measures, for undertaking tax planning which Mauritius. rules in the Dividend Tax Act. obtained from the Singapore Anti-treaty shopping rules are example: meets certain conditions to tax authority for the losses included in some treaties. - The ratification of the OECD make disclosure thereof. The rules described under and capital allowances to be Convention on Mutual 3.1 above, which excludes preserved. Administrative Assistance The UK has CFC rules which, certain distributions from in Tax Matters provided broadly, seek to tax UK the exemption of dividend The income tax law contains the legal basis for the resident companies on the withholding tax, effectively transfer pricing rules. Where spontaneous exchange of undistributed profits of certain constitute an anti-abuse conditions are made or information (see 2.6) foreign subsidiaries in lower tax measure. The same applies to imposed between two related - The ratification of the jurisdictions. A number of entity the non-resident capital gains parties in their commercial or Multilateral Competent level exemptions may remove taxation rules for non-resident financial relations that are not Authority Agreement on the foreign subsidiaries from entities described under 4 on arm’s length terms, the exchange of Country-by- the scope of the charge, for above. Singapore tax authorities may Country Reports provides example (broadly): an exempt make adjustments to the profits for transparency for the period applies for the first 12 for income tax purposes. taxation of multinational months after a CFC comes enterprises. under UK control; and an Holding Regimes 70
Mauritius The Netherlands Singapore Spain Switzerland United Kingdom
A general concept of abuse of Specific guidance through tax excluded territories exemption law (fraus legis) applies based circulars has been given for applies for CFCs in territories on case law. related party loans and related identified on a list maintained party services. by the UK tax authorities. As of 1 January 2019 the Netherlands has introduced If no entity level exemption CFC-rules on the basis of ATAD applies, UK tax is due on I. Under the CFC-rules, certain profits that fall within one of undistributed items of passive the ‘CFC charge gateways’, income of a direct or indirect which, broadly speaking, aim subsidiary or a permanent to capture profits artificially establishment are included diverted from the UK. in the tax base of the Dutch tax payer if the subsidiary or The UK has adopted legislative permanent establishment is proposals to ensure that it is established in a jurisdiction compliant with ATAD I, which that is included on (i) a yearly include technical changes to published Dutch blacklist or its CFC rules and anti-hybrid (ii) the European list of non- regime (see Section 2.5 above). cooperative jurisdictions. The CFC-rules only apply to direct The UK has a so-called or indirect subsidiaries if the diverted profits tax regime Dutch shareholder, alone or which, according to UK together with an associated government publications, enterprise or person, holds an is intended to counteract equity interest of more than ‘contrived arrangements’ 50% in the subsidiary. Certain to divert profits from the UK exceptions apply, including if by avoiding a UK taxable the subsidiary or permanent presence or by other contrived establishment has ‘real arrangements between economic activities’. connected entities.
A general rate of 25% (plus interest) applies to diverted profits relating to UK activity, Holding Regimes 71
Mauritius The Netherlands Singapore Spain Switzerland United Kingdom
targeting foreign companies which are perceived as exploiting the UK’s permanent establishment rules or creating other tax advantages by using transactions or entities that lack economic substance. An increased rate of 55% applies to certain diverted profits of oil and gas companies.
The UK has a corporate criminal offence of failure to prevent tax evasion, for which a business is liable if it fails to prevent its employees, agents and other ‘associated persons’ from facilitating tax evasion. This regime has far reaching consequences and creates two new offences relating to: (i) all businesses (wherever located) and the facilitation of UK tax evasion; and (ii) businesses with a UK connection and the facilitation of non-UK tax evasion. Holding Regimes 72
6. Income tax treaties / MLI 6.1 Signatory to the MLI / ratification
Mauritius The Netherlands Singapore Spain Switzerland United Kingdom
Mauritius signed the MLI on The Netherlands signed the Singapore ratified the MLI and Spain signed the MLI on Switzerland signed the MLI on The United Kingdom signed 5 July 2017. MLI on 7 June 2017. deposited the instrument of 7 June 2017. 7 June 2017. the MLI on 7 June 2017 and ratification with OECD on ratified it on 23 May 2018. On 10 October 2018, Mauritius The Netherlands has largely 21 December 2018 and Spain has largely accepted Switzerland expressed submitted an updated draft accepted all provisions in the notified 86 of its tax treaties. all provisions in the MLI, with reservations on the majority The United Kingdom has MLI position to the OECD MLI, with limited reservations. For Singapore the MLI will enter limited reservations. Spain of the articles of the MLI, i.e. accepted most of the Secretariat in preparation The Netherlands has chosen into force on 1 April 2019. reserves the right for article 4 committed to the application of provisions in the MLI. However, of Mauritius’ definitive MLI for option A in relation to article (Dual Resident Entities) not to only the minimum standards. the United Kingdom will not Position to be provided upon 5 (Application of Methods for Singapore chose to apply apply. Spain has chosen for apply: article 3(2) (Transparent the deposit of its instrument Elimination of Double Taxation) for the PPT in the MLI as a option C in relation to article Note that Switzerland made Entities); article 6(1) (Purpose of ratification. According to and the ‘principal purpose test’ minimum standard and opted 5 (Application of Methods for a general reservation that it of a Covered Tax Agreement); the updated MLI position, without ‘limitation on benefits’ for improved mutual agreement Elimination of Double Taxation). might choose to implement the article 8 (Dividend Transfer Mauritius added 18 additional clause in relation to article 7 procedures and arbitration as Spain will not apply article 11 BEPS minimum standards by Transactions); article 9 (Capital treaties to the list of tax treaties (Prevention of Treaty Abuse). dispute resolution mechanisms. (savings clause). way of bilateral negotiations of Gains from Alienation of in force that it would like to The Netherlands will not apply its tax treaties instead of the Shares or Interests of Entities designate as covered tax article 11 (savings clause). Singapore made reservations The ratification of the MLI mechanisms introduced by the Deriving their Value Principally agreements (CTAs), i.e., treaties to most of the optional includes the fulfillment of the MLI. from Immovable Property); to be amended through the The Netherlands published provisions. The Inland Revenue procedures required for any article 10 (Anti-abuse Rule for MLI. The MLI now covers 41 a legislative proposal for the Authority of Singapore will international treaty signed by Switzerland notified to apply the Permanent Establishments of the existing tax treaties of ratification of the MLI on clarify how each relevant treaty Spain. switch-over clause, i.e. option Situated in Third Jurisdictions); Mauritius. 20 December 2017. Ratification will be impacted by the MLI. A, in relation to article 5. With article 12 (Artificial Avoidance is expected in 2019, and entry With regards to anti-abuse regard to article 7, Switzerland of Permanent Establishment Mauritius has submitted a into effect is expected as of provisions, Spain has opted for will apply the Principal Purpose Status through Commissionaire provisional list of reservations 1 January 2020. the application of the PPT in its Test (PPT) as the minimum Arrangements and Similar and notifications in respect of covered tax treaties. standard. Strategies); and article 14 the various provisions of the (Splitting-up of Contracts). MLI. Mauritius has chosen to As of 1 February 2019, the The Federal Council adopted not apply most of the optional internal procedures for the its dispatch to the Convention provisions. ratification of the MLI have not and submitted it to the Federal ended yet in Spain. Parliament on 22 August 2018. As of 1 February 2019, The date of the entering into Mauritius has not published any force of the Convention is (draft) legislative proposal for unclear. ratification of the MLI. Holding Regimes 73
6.2 Income tax treaties and effect of the MLI2
Treaties that will be amended by the MLI are shown in bold in the overview below. The overview only indicates whether both countries have listed the respective treaty as a Covered Tax Agreement. The effective date of amendment of the treaty depends on the ratification by both countries. The overview provides the status as of 1 January 2019.
Mauritius The Netherlands Singapore Spain Switzerland United Kingdom
As of 1 January 2019, Mauritius As of 1 January 2019, As of 1 January 2019, As of 1 January 2019 As of 1 January 2019, As of 1 January 2019, has income tax treaties in force the Netherlands has income Singapore has income tax Spain has income tax treaties Switzerland has income tax the UK has income tax treaties with the following countries: tax treaties in force with the treaties in force with the in force with the following treaties in force with the in force with the following following countries: following countries: countries: following countries: countries:
1. Bangladesh (People’s Rep.) 1. Albania 1. Albania 1. Albania 1. Albania 1. Albania 2. Barbados 2. Argentina 2. Australia 2. Algeria 2. Algeria 2. Algeria 3. Belgium 3. Armenia 3. Austria 3. Andorra 3. Argentina 3. Antigua and Barbuda 4. Botswana 4. Aruba 4. Bahrain 4. Argentina 4. Armenia 4. Argentina 5. China (People’s Rep.) 5. Australia 5. Bangladesh 5. Armenia 5. Australia 5. Armenia 6. Congo 6. Austria 6. Barbados 6. Australia 6. Austria 6. Australia 7. Croatia 7. Azerbaijan 7. Belarus 7. Austria 7. Azerbaijan 7. Austria 8. Cyprus 8. Bahrain 8. Belgium 8. Barbados 8. Bangladesh 8. Azerbaijan 9. Cabo Verde 9. Bangladesh 9. Brunei 9. Belarus 9. Belarus 9. Bahrain 10. Egypt 10. Barbados 10. Bulgaria 10. Belgium 10. Belgium 10. Bangladesh 11. France 11. Belarus 11. Cambodia 11. Bolivia 11. Bulgaria 11. Barbados 12. Germany 12. Belgium 12. Canada 12. Bosnia and Herzegovina 12. Canada 12. Belarus 13. Guernsey 13. Bosnia and Herzegovina 13. China (People’s Rep.) 13. Brazil 13. Chile 13. Belgium 14. India 14. Brazil 14. Cyprus 14. Bulgaria 14. China (People’s Rep.) 14. Belize 15. Italy 15. Bulgaria 15. Czech Republic 15. Canada 15. Colombia 15. Bolivia 16. Jersey 16. Canada 16. Denmark 16. Chile 16. Croatia 16. Bosnia and Herzegovina 17. Kuwait 17. China (People’s Rep.) 17. Ecuador 17. China (People’s Rep.) 17. Cyprus 17. Botswana 18. Lesotho 18. Croatia 18. Egypt 18. Colombia 18. Czech Republic 18. Brunei 19. Luxembourg 19. Curacao 19. Estonia 19. Costa Rica 19. Denmark 19. Bulgaria 20. Madagascar 20. Czech Republic 20. Ethiopia 20. Croatia 20. Ecuador 20. Canada 21. Malaysia 21. Denmark 21. Fiji 21. Cuba 21. Egypt 21. Chile 22. Malta 22. Egypt 22. Finland 22. Cyprus 22. Estonia 22. China (People’s Rep.) 23. Monaco 23. Estonia 23. France 23. Czech Republic 23. Faroe Islands 23. Croatia 24. Mozambique 24. Ethiopia 24. Georgia 24. Dominican Republic 24. Finland 24. Cyprus 25. Namibia 25. Finland 25. Germany 25. East Timor 25. France 25. Czech Republic 26. Nepal 26. France 26. Guernsey 26. Ecuador 26. Georgia 26. Denmark 27. Oman 27. Georgia 27. Hungary 27. Egypt 27. Germany 27. Egypt 28. Pakistan 28. Germany 28. India 28. El Salvador 28. Ghana 28. Estonia
2 Only comprehensive income tax treaties potentially relevant for holding companies are included. Holding Regimes 74
Mauritius The Netherlands Singapore Spain Switzerland United Kingdom
29. Qatar 29. Ghana 29. Indonesia 29. Estonia 29. Greece 29. Ethiopia 30. Rwanda 30. Greece 30. Ireland 30. Finland 30. Hong Kong 30. Falkland Islands 31. Senegal 31. Hong Kong 31. Isle of Man 31. France 31. Hungary 31. Faroe Islands 32. Seychelles 32. Hungary 32. Israel 32. Georgia 32. Iceland 32. Fiji 33. Singapore 33. Iceland 33. Italy 33. Germany 33. India 33. Finland 34. South Africa 34. India 34. Japan 34. Greece 34. Indonesia 34. France 35. Sri Lanka 35. Indonesia 35. Jersey 35. Hong Kong 35. Iran 35. Gambia 36. Swaziland 36. Ireland 36. Kazakhstan 36. Hungary 36. Ireland 36. Georgia 37. Sweden 37. Israel 37. Korea (Rep.) 37. Iceland 37. Israel 37. Germany 38. Thailand 38. Italy 38. Kuwait 38. India 38. Italy 38. Ghana 39. Tunisia 39. Japan 39. Laos 39. Indonesia 39. Ivory Coast 39. Greece 40. Uganda 40. Jordan 40. Latvia 40. Iran 40. Jamaica 40. Grenada 41. United Arab Emirates 41. Kazakhstan 41. Libya 41. Ireland 41. Japan 41. Guyana 42. United Kingdom 42. Korea (Rep.) 42. Liechtenstein 42. Israel 42. Kazakhstan 42. Hong Kong 43. Zambia 43. Kosovo 43. Lithuania 43. Italy 43. Korea (Rep.) 43. Hungary 44. Zimbabwe 44. Kuwait 44. Luxembourg 44. Jamaica 44. Kosovo 44. Iceland 45. Kyrgyzstan 45. Malaysia 45. Japan 45. Kuwait 45. India 46. Latvia 46. Malta 46. Kazakhstan 46. Kyrgyzstan 46. Indonesia 47. Lithuania 47. Mauritius 47. Korea (Rep.) 47. Latvia 47. Ireland 48. Luxembourg 48. Mexico 48. Kuwait 48. Liechtenstein 48. Israel 49. Macedonia 49. Mongolia 49. Kyrgyzstan 49. Lithuania 49. Italy 50. Malaysia 50. Morocco 50. Latvia 50. Luxembourg 50. Ivory Coast 51. Malta 51. Myanmar 51. Lithuania 51. Macedonia 51. Jamaica 52. Mexico 52. Netherlands 52. Luxembourg 52. Malawi 52. Japan 53. Moldova 53. New Zealand 53. Macedonia 53. Malaysia 53. Jordan 54. Montenegro 54. Nigeria 54. Malaysia 54. Malta 54. Kazakhstan 55. Morocco 55. Norway 55. Malta 55. Mexico 55. Kenya 56. New Zealand 56. Oman 56. Mexico 56. Moldova 56. Kiribati 57. Nigeria 57. Pakistan 57. Moldova 57. Mongolia 57. Korea (Rep.) 58. Norway 58. Panama 58. Morocco 58. Montenegro 58. Kosovo 59. Oman 59. Papua New Guinea 59. Netherlands 59. Morocco 59. Kuwait 60. Pakistan 60. Philippines 60. New Zealand 60. Netherlands 60. Latvia 61. Panama 61. Poland 61. Nigeria 61. New Zealand 61. Lesotho 62. Philippines 62. Portugal 62. Norway 62. Norway 62. Libya 63. Poland 63. Qatar 63. Oman 63. Oman 63. Liechtenstein Holding Regimes 75
Mauritius The Netherlands Singapore Spain Switzerland United Kingdom
64. Portugal 64. Romania 64. Pakistan 64. Pakistan 64. Lithuania 65. Qatar 65. Russia 65. Panama 65. Peru 65. Luxembourg 66. Romania 66. Rwanda 66. Philippines 66. Philippines 66. Macedonia 67. Russia 67. San Marino 67. Poland 67. Poland 67. Malawi 68. Saudi Arabia 68. Saudi Arabia 68. Portugal 68. Portugal 68. Malaysia 69. Serbia 69. Seychelles 69. Qatar 69. Qatar 69. Malta 70. Singapore 70. Slovak Republic 70. Romania 70. Romania 70. Mauritius 71. Slovak Republic 71. Slovenia 71. Russia 71. Russia 71. Mexico 72. Slovenia 72. South Africa 72. Saudi Arabia 72. Serbia 72. Moldova 73. South Africa 73. Spain 73. Senegal 73. Singapore 73. Mongolia 74. Spain 74. Sri Lanka 74. Serbia 74. Slovakia 74. Montenegro 75. Sri Lanka 75. Sweden 75. Singapore 75. Slovenia 75. Montserrat 76. St. Maarten 76. Switzerland 76. Slovak Republic 76. South Africa 76. Morocco 77. Suriname 77. Taiwan 77. Slovenia 77. Spain 77. Myanmar 78. Sweden 78. Thailand 78. South Africa 78. Sri Lanka 78. Namibia 79. Switzerland 79. Turkey 79. Sweden 79. Sweden 79. Netherlands 80. Taiwan 80. Ukraine 80. Switzerland 80. Taiwan 80. New Zealand 81. Tajikistan 81. United Arab Emirates 81. Tajikistan 81. Tajikistan 81. Nigeria 82. Thailand 82. United Kingdom 82. Thailand 82. Thailand 82. Norway 83. Tunisia 83. Uruguay 83. Trinidad and Tobago 83. Trinidad and Tobago 83. Oman 84. Turkey 84. Uzbekistan 84. Tunisia 84. Tunisia 84. Pakistan 85. Uganda 85. Vietnam 85. Turkey 85. Turkey 85. Panama 86. Ukraine 86. Turkmenistan 86. Turkmenistan 86. Papua New Guinea 87. United Arab Emirates 87. Ukraine 87. Ukraine 87. Philippines 88. United Kingdom 88. United Arab Emirates 88. United Arab Emirates 88. Poland 89. United States 89. United Kingdom 89. United Kingdom 89. Portugal 90. Uzbekistan 90. United States 90. United States 90. Qatar 91. Venezuela 91. Uruguay 91. Uruguay 91. Romania 92. Vietnam 92. Uzbekistan 92. Uzbekistan 92. Russia 93. Zambia 93. Venezuela 93. Venezuela 93. Saudi Arabia 94. Zimbabwe 94. Vietnam 94. Vietnam 94. Senegal 95. Zambia 95. Serbia 96. Sierra Leone 97. Singapore 98. Slovak Republic Holding Regimes 76
Mauritius The Netherlands Singapore Spain Switzerland United Kingdom
99. Slovenia 100. Solomon Islands 101. South Africa 102. Spain 103. Sri Lanka 104. St. Kitts and Nevis 105. Sudan 106. Swaziland 107. Sweden 108. Switzerland 109. Taiwan 110. Tajikistan 111. Thailand 112. Trinidad and Tobago 113. Tunisia 114. Turkey 115. Turkmenistan 116. Tuvalu 117. Uganda 118. Ukraine 119. United Arab Emirates 120. United States 121. Uruguay 122. Uzbekistan 123. Venezuela 124. Vietnam 125. Zambia 126. Zimbabwe Holding Regimes 77
Contact details contributing firms
Cyprus Ireland Malta Mauritius Spain
Elias Neocleous & Co. LLC Matheson Francis J. Vassallo & Associates Ltd BLC Robert & Associates Cuatrecasas Neocleous House 70 Sir John Rogerson’s Quay FJVA Business Centre, 2nd Floor, The Axis Avinguda Diagonal 191 195 Makarios Avenue Dublin 2 Industry Street, Qormi QRM 3000 26 Cybercity 08008 Barcelona PO Box 50613 Ireland Malta Ebene 72201 Spain 3608 Limassol Mauritius Cyprus
www.neo.law www.matheson.com www.fjvassallo.com www.blc.mu www.cuatrecasas.com
Elias Neocleous John Ryan Francis J. Vassallo Jason Harel Josep Marsal T +357 2511 0110 T +353 1 232 20 00 T +356 22 99 31 00 T +230 403 24 00 T +34 93 290 55 00 F +357 2511 0001 F +353 1 232 33 33 F +356 22 99 31 01 F +230 403 24 01 F +34 93 290 55 67 [email protected] [email protected] [email protected] [email protected] [email protected]
Elena Christodoulou Aidan Fahy Javed Niamut Javier Rodríguez T +357 2511 0110 T +353 1 232 20 00 T +230 403 24 00 T +34 93 290 55 16 F +357 2511 0001 F +353 1 232 33 33 F +230 403 24 01 F +34 93 290 55 67 [email protected] [email protected] [email protected] [email protected]
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