Tax advice for mergers and acquisitions
Buying, selling, or transferring a business comes with significant tax considerations. Port Sight Tax helps you understand the financial implications, identify potential tax risks, and make informed decisions throughout the transaction—from initial planning to post-closing obligations.
Tax advice when buying, selling, or transferring a business
Every transaction involves different tax considerations. We represent one party and ensure that the chosen structure, tax risks, and financial consequences align with their position in the transaction.
Founders & sellers
You want to sell your business, optimize the net proceeds, and minimize the risk of unexpected tax liabilities. We provide advice on your holding structure, the sale, and the final settlement.
Buyers & investors
You want insight into inherited tax risks, an appropriate acquisition structure, and the tax implications of financing and integration.
Family businesses & management
You want to transfer your business to the next generation or to management. We guide you through the transfer process, with a focus on tax incentives and financing.
A successful sale starts well before the transaction
Tax planning for a business sale should ideally begin one to three years in advance. Some changes are subject to waiting periods or must be implemented sufficiently early to be effective. We identify which issues need to be addressed before the sale.
Holding structure and participation exemption
When you sell shares as an individual, any taxable gain may be subject to Dutch Box 2 income tax. If your holding company sells the shares, the Dutch participation exemption may apply, allowing the proceeds to be reinvested within the holding company. We review your existing structure and advise whether any changes are appropriate and can be made in time.
Real estate, cash, and pension provisions
A buyer may not want to acquire commercial real estate, excess cash, or pension provisions. We assess whether these assets or liabilities can be separated from the business in advance, taking into account the timing, tax implications, and any potential real estate transfer tax.
Dutch fiscal unity (Article 15ai of the Corporate Income Tax Act)
If assets have been transferred within a Dutch fiscal unity (tax group) during the preceding six years, Article 15ai of the Dutch Corporate Income Tax Act may trigger a tax liability that would not otherwise arise. This is an often-overlooked consideration when selling a subsidiary.
Tax risks and outstanding liabilities
Outstanding tax returns, ongoing disputes with the tax authorities, uncertain VAT positions, and transfer pricing issues can lead to price pressure or indemnities during due diligence. We investigate these points in advance and help resolve them or document them carefully.
From the initial meeting to tax settlement
A transaction consists of several phases where tax decisions influence the final outcome. We guide the tax process and coordinate our work with the other advisors on your deal team.
Initial meeting and assessment
We discuss your plans, existing structure, and key tax considerations.
Analysis and scenarios
We explore the possibilities, assess risks, and model relevant scenarios.
Structuring and preparation
We advise on and support any necessary restructuring and coordinate with the Dutch tax authorities where required.
Transaction support
We advise on the tax aspects of the documentation and coordinate with your corporate finance advisor, lawyer, and accountant.
Closing and settlement
We handle the necessary tax filings and compliance requirements and remain involved in post-transaction obligations.
What our clients say
I asked a colleague for help with Dutch tax law, and was referred to Andreas. Andreas was a pleasure to work with - transparent, professional and available, efficient and quick with responses. I wholly recommend working with Andreas!
Yehuda Matar
I needed tax advice in the Netherlands and was referred to Andreas de Wit of Port Sight Tax. It was an excellent referral. I've worked with many tax advisors over the years and most of them are either too cautious and have you paying tax that you probably don't really owe or too aggressive and potentially cause you a lot of problems down the line. Andreas has the balance just right. He's smart, thoughtful and friendly and gives you good, solid, practical advice. He has a lot of tax experience but if for any reason you get into issues he hasn't dealt with before, he won't hesitate to consult with other experts with more specialized experience in the matter at hand. Overall - highly recommended!
Robert Shearing
I highly recommend Port Sight Tax! I migrated to the Netherlands from the USA, opening two Dutch businesses while maintaining an ownership interest in two USA businesses. Andreas and Richard have helped me determine how to efficiently manage my tax exposure for these businesses in the Netherlands, and their guidance has consistently been clear, efficient and prompt. They are truly a pleasure to work with (I wish I could find tax advisors that are this good in the USA!). I really can't say enough good things about Port Sight Tax!
Kevin Fox
I had a 30 minute consultation with Richard and I can only recommend booking a meeting with him. He took time to understand my situation and concerns and was very thorough.
Johanna Frank
Port Sight Tax is an excellent partner for tax issues. The team works proactively and energetically, with a keen eye for detail and speed where necessary. Their content knowledge and customer-oriented approach make them reliable and effective. Our clients really appreciate their pragmatic solutions and clear communication.”
Willem-Jan Tielemans
Richard has been actively involved in tackling our rather complex international tax and global mobility issue from the very beginning, offering practical insights and solutions. I wholeheartedly recommend working with him.
Jan Willem van Putten
Richard has been a knowledgeable, pragmatic and highly efficient support, helping us to solve some outstanding tax issues that we (lawyers ourselves) had trouble clearing with the tax authorities.
Prof. dr. Catrien Bijleveld
Managing tax obligations after closing
Tax obligations don't end when a transaction closes. Depending on the transaction structure, the sold company may leave the seller's Dutch fiscal unity (tax group). This can create additional filing requirements and makes it important to agree on who is responsible for outstanding tax liabilities. Sellers must also decide what to do with their holding company after the sale: reinvest the proceeds, distribute funds, or start another business.
On the buyer's side, the acquired company needs to be integrated into the existing structure, potentially through a new Dutch fiscal unity. The deductibility of financing interest and the use of tax losses also need attention. We support the necessary deconsolidation and consolidation, handle tax filings, and help ensure that the tax provisions agreed in the purchase agreement are followed.
Discuss the tax consequences of your merger or acquisition
The earlier you address the tax implications, the more options you have. Contact us for an initial discussion about your plans to buy or sell a business.
Xander Wamelink
Partner Indirect Tax
Frequently asked questions about tax advisory for mergers and acquisitions
Can't find your question? Please feel free to contact us.
They map out the tax consequences of the transaction for the buyer or seller, advise on the structure, investigate the company's tax position, provide advice on the tax provisions in the purchase agreement, and handle the tax settlement after closing. In doing so, they work in collaboration with the corporate finance advisor, the lawyer, and the accountant.
Tax due diligence is an investigation into the tax position of the company being acquired, usually commissioned by the buyer. Comprehensive tax advisory services also include preparation for the sale, structuring the transaction, tax provisions in the purchase agreement, and post-closing settlement. Due diligence is therefore just one phase within the entire process.
Ideally, one to three years before the planned sale. Changes to the business structure often need to be made well in advance to be effective. If a sale is already underway, involve a tax advisor before signing the letter of intent (LOI), so the tax assumptions in the agreement are accurate.
The business succession scheme for gift and inheritance tax exempts a large portion of the value of business assets, while the rollover relief for income tax defers the Box 2 claim from the transferor to the successor. Both schemes have requirements regarding ownership duration, business continuity, and the nature of the assets. It pays to assess these conditions well in advance of the transfer.