The European Cross-Border Conversion from a Dutch Tax and Legal Perspective

Abstract:

In the Vale-case the European Court of Justice ruled that under European law a cross-border conversion - a transfer of the registered office plus a change in the applicable law of legal persons - is permitted. Such cross-border conversion is an item that has been on the agenda of the European Commission since a long time. At present, Dutch civil law does not offer the possibility to change the legal form of a Dutch legal person into a foreign legal form. However, based on the Vale judgment such conversion should be possible. In this article the Vale judgment is discussed in the broader context of conversion and transferring the legal seat of a company to another jurisdiction. The author discusses the Dutch civil law and tax aspects of such conversion in this article.