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Under which conditions can I move my stamrecht BV to another EU country?

Since January 1, 2010 it is possible to relocate a Dutch Stamrecht BV to another EU country. Before that date the Stamrecht BV had to remain in the Netherlands. If the BV was actually moved out of the Netherlands tax had to be paid at once on the total amount of the stamrecht annuity, effectively losing the benefit of the BV. This is still the case if the BV is moved to a country outside the EU. 

The following conditions are applicable if you would like to relocate your stamrecht BV to another EU country without paying tax on the entire annuity:

  • The BV attributes the stamrecht annuity to the domestic business capital in the country of establishment
  • It is proven that the BV is subject to a recognized corporate income tax in the country of establishment
  • The BV will provide the Dutch tax authorities certain information
  • The relevant Dutch taxes must be paid to the Dutch tax authorities

Practically speaking, the following must be done to relocate the stamrecht BV:

  • Organize a (special) meeting of shareholders in the Netherlands in which is decided to relocate the BV
  • Record the decision to relocate into the minutes of the shareholders' meeting
  • Establish the BV abroad
  • Inform the tax authorities in the Netherlands about the relocation of the actual management of the BV to the other EU country
  • Close bank and securities accounts in the Netherlands and open them abroad
  • Adjust the registration of the BV in the commercial trade register in the Netherlands
  • Arrange the commercial registration abroad
  • Apply for the relevant tax numbers abroad
  • Apply for any of establishment, management and foreign exchange licenses abroad

This is further regulated in Article 10 ca, paragraph 2 of the Implementing Payroll Tax 1965.

Be aware that after the relocation you still have to pay tax in the Netherlands on the actual payments the BV pays to you out of the annuity. That is why you have to provide information to the Dutch tax authorities each year about the balance and profit & loss. The Netherlands will keep the right to tax the payments since the annuity is related to work done while you were in the Netherlands. That won't change due to the relocation. 

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Comments (4)
Comment by Rajesh Chandu on Wed, Nov 9th, 2016 at 3:54 PM
Will a Stamrecht BV relocated to the United Kingdom still receive the tax benefit of the BV, once the UK leaves the EU ?
Comment by Arjan Enneman on Wed, Nov 30th, 2016 at 2:02 PM
That is uncertain. If the UK is no longer part of the EU all benefits which the UK has with respect to EU membership will end or will have to be renegotiated.
Comment by Jean on Wed, May 3rd, 2017 at 5:07 PM
Interesting ! Will a relocation of a Stamrecht BV based in Holland to another EU country also suppress the need to have a local representative in Holland ? / "functionaris voor een rechtspersoon" (legally necessary if you don‘t live anymore in Holland). Rgds
Comment by Arjan Enneman on Tue, Jun 20th, 2017 at 12:58 PM
If the stamrecht BV is relocated to another EU country then a local director in the Netherlands is no longer required (nor a Dutch address).
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