No property transfer tax for restructuring

Transfers of real estate or shares in the context of specific operational restructuring measures within the EU and EEA are exempt from property transfer tax as from 2010. This applies to:

• transformation transactions such as mergers, divisions and capital transfers,
• the changes to the composition of partners of a partnership,
• an amalgamation of shares or transfer of shares and
• the transfer of authority to realize assets

But only those transformation transactions are privileged in which a controlling company and one or several companies dependent on this controlling company exclusively participate. To prevent the privilege causing an undesired bandwagon effect, on the one hand a reservation period is set and on the other hand refusal of the privilege at a later date is prescribed. A company is privileged in whose capital the controlling company directly or indirectly participates - or partly directly, partly indirectly participates - with a stake of at least 95 % for an uninterrupted period of 5 years prior to the legal process and 5 years after the legal process.

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