The situation
A planned purchase of shares in a company owning real estate in Germany and the Netherlands
Your group, a Danish logistics developer, plans to buy all the shares in a Dutch holding company that owns three warehouses near Duisburg through a German subsidiary, and one warehouse in Venlo directly. The seller insists on a share deal. The board meets in two weeks.
The price is agreed. The tax is not. Germany and the Netherlands both tax some share deals as if the buildings had changed hands, on different tests. The hours go on mapping the holding structure against each test and on what the share purchase agreement should say about it.
What the research has to settle
The rules behind the answer
- Share deals can be taxed too
- Both countries tax the transfer of real estate itself. Both also treat certain acquisitions of shares in property-owning companies as a taxable transfer, so choosing a share deal does not by itself avoid the tax.
- Germany counts shares and time
- Since the 2021 reform, German law taxes a share deal where 90% or more of the shares in a property-owning company pass to new shareholders within ten years, or where one acquirer comes to hold 90% or more, directly or indirectly. The rate depends on the federal state where the property lies.
- The Netherlands looks at what the company owns
- Dutch law taxes the acquisition of an interest of one third or more in a company whose assets consist mainly of real estate used mainly for holding or exploiting it. Whether the target meets those tests is what the research has to establish.
- Who pays is partly a contract question
- The law names the person liable for the tax, and the tax office assesses that person. The share purchase agreement can allocate the economic cost, but it does not change who is assessed.
How it runs in azta
From the question to the document
The question, as you would type it
We are buying 100% of a Dutch BV that owns a German GmbH (three warehouses near Duisburg) and a warehouse in Venlo directly. Does the deal trigger German real estate transfer tax or Dutch transfer tax, who is liable, and on what value?
You start with
A planned purchase of shares in a company owning real estate in Germany and the Netherlands
- 01
Describe the structure
Give each company, who owns it, the percentages and where the buildings are. azta searches the German and Dutch transfer tax acts and the court decisions on share deals.
Cited research· Free - 02
Check the provisions in force
Open each cited provision in the reader in the original language. Compare versions to see what the reform changed and from when.
Atlas statute reader - 03
Draft the board note
Ask for a two-page note per country with the test, how the deal meets it, who is liable and what to put in the agreement. Edit it in Canvas.
Canvas · Ask azta· Pro - 04
Export for the board pack
Export the note to Word for the board pack and keep the cited research for the deal file.
Word export· Pro You send
A board note on whether the share deal triggers real estate transfer tax, and for whom
What you get
A board note on whether the share deal triggers real estate transfer tax, and for whom
Board note · draft
Project Venlo: transfer tax on the share purchase
Germany. The target owns all the shares in the German company holding the Duisburg warehouses. By buying the target we come to hold the German company indirectly in full, which meets the 90% test. Real estate transfer tax is therefore expected on the Duisburg properties, at the North Rhine-Westphalia rate, on a value set for the properties rather than on the share price.
Netherlands. The target’s assets consist mainly of real estate and we acquire more than a third of its shares. We expect the acquisition to be treated as an acquisition of the Venlo property for transfer tax. We are confirming whether any exemption applies on these facts.
Contract. We recommend that the share purchase agreement states the expected tax, allocates it expressly and obliges the seller to provide the property data needed for both filings. Our tax advisors should confirm the figures before signing.
Outcomes on your numbers
What azta is worth on this task
Pro pays for itself after
12 minutes a month
At €140 an hour, that is all the time Pro (€27 a month) has to take off your desk to cover its price.
Example figures. Replace them with your own.
- Hours back a year
- 32
- Capacity at your rate
- €4,536
- More transfer tax notes for acquisitions a quarter
- 0.7
- Return on Pro
- 14×
- Research
- Drafting
- Your review
A scenario you set, not a promise. The hours that come back go to another client, or deeper into this one.
Want these numbers on your team’s real workload?
Book a demoSources azta searches here
- Gesetze im Internet
- Rechtsprechung im Internet
- wetten.overheid.nl
- Rechtspraak.nl
What stays with you
- The deal structure and the price negotiation.
- Confirming the valuation and the figures with your tax advisors.
- The board’s decision and the signing.
Frequently asked questions
- Can azta calculate the tax due?
- No. It researches when the tax applies, who is liable and on what basis, and drafts the note. The figure comes from the valuation and your advisors.
- Does it follow holdings through several layers?
- Yes. Describe each layer and the percentages, and azta researches how each country’s rules treat indirect holdings.
- Can the deal team work on the same research?
- On Enterprise, shared workspaces keep the documents, research and drafts for a transaction together, with access by membership.
