Tax support for transactions

Transactions require more than figures. When buying or selling a business, the risk does not lie in the deal itself, but in what you do not see. We make sure that tax surprises do not get in the way, before, during and after closing.

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What tax support for transactions delivers for your organisation

When buying or selling a business, tax aspects play a major role. They help determine the net proceeds, the attractiveness of the deal and the risks after closing. We guide both buyers and sellers in mapping out and managing those risks. Depending on the nature and size of the transaction, our analysis ranges from a compact quick scan to a full tax due diligence, covering corporate income tax (vennootschapsbelasting), VAT (BTW) and wage tax (loonbelasting), the group’s tax position including transfer pricing, historical tax returns and ongoing or expected discussions with the Dutch Tax Administration (Belastingdienst).

Tax, financial and legal aspects are closely connected in every transaction. That is why it is not one specialist who looks at your file with us, but one team, from the first quick scan to the contract terms that protect your position after closing. No file that travels from desk to desk.

We do this in three ways:

With tax due diligence that reveals which tax obligations and risks come with the transaction
With transaction documentation, in which we draw up and review purchase agreements with tax provisions that protect your position, so that discussions after closing are avoided as far as possible
And with tax structuring, in which we advise on the optimal tax set-up of the deal. Commercially suitable, tax-efficient and defensible towards the Dutch Tax Administration

What is Tax Due Diligence?

Tax DD is a tax analysis around a transaction that gives you insight into possible tax risks, contingent liabilities and optimisations. The aim is to prevent surprises after closing and to reflect tax points properly in the price, the structure and the contract terms.

What does Tax DD deliver for the deal in concrete terms?

A clear overview of the main tax points of attention, the consequences for the transaction and how you limit those risks, with a range for the cash impact where possible. We translate that into concrete deal arrangements: price adjustments, tax warranties and tax indemnities for the risks we have found.

How we approach it

From the first risk assessment to the day after closing.

Step 1

Tax due diligence, quick scans and reviews

From a compact quick scan to a full tax due diligence: we map out the tax risks of the deal, from corporate income tax to transfer pricing.

Step 2

Transaction documentation with tax safeguards

We set out tax warranties, indemnities and price arrangements in the purchase agreement, so that your position after closing is secure.

Step 3

Tax structuring & management participations

We advise on the most tax-efficient set-up of the deal, from holding structures to management participations.

Arrange a no-obligation conversation about M&A Tax

Would you like to know which tax risks and opportunities are present in your transaction? Arrange a no-obligation introductory meeting. We are happy to think along early, so that tax surprises after closing are kept to a minimum.

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Most frequently asked questions

Which tax risks do we see most often in mid-market/SME (mkb) deals?

Insufficiently substantiated positions in corporate income tax, VAT risks arising from incorrect classifications, and payroll taxes relating to allowances, cars/expenses and (false) self-employment. In addition, risks regularly arise with internal recharges, international activities and the absence of appropriate tax documentation.

When do you choose a full Tax DD rather than a red flag review?

A full tax review is appropriate when the tax risk could be material, when there is international complexity, or when financiers or investors require additional certainty. A concise risk analysis suits a tight timeline, or when you want to know quickly which subjects you should or should not look into further.

Which taxes and files are usually reviewed?

We usually look at corporate income tax (tax returns, tax positions and loss relief), VAT (correct application, exemptions and mixed supplies) and payroll taxes (payroll administration, allowances and benefits in kind). Depending on the nature of your business, we also include dividend withholding tax, the fiscal unity (fiscale eenheid) and international subjects such as permanent establishments, intra-group financing and transfer pricing.