Corporate Migration

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Inbound and Outbound Migration from the Netherlands

Outbound conversions from a Dutch BV require a conversion proposal, a notarial deed of conversion, filings with the Dutch Chamber of Commerce, a statutory waiting period, and registration in the inbound jurisdiction. WVT manages each step, including the required civil-law notary involvement and coordination with foreign counsel. Inbound migration into the Netherlands requires compliance with Dutch corporate law, preparation of the notarial deed, registration with the Dutch Trade Register, and a Dutch legal opinion. Where the inbound entity becomes an NV, an auditor's equity statement is required. WVT co-ordinates the full sequence from a single point of contact.

Our expertise

WVT’s corporate migration practice advises multinationals, PE fund structures, and listed groups relocating operating entities or holding companies across the Netherlands, Luxembourg, and Switzerland. Our attorneys and tax advisors manage the legal, notarial, and tax dimensions of each migration within a single engagement — avoiding the coordination risk of using separate advisors for each workstream.

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Pre-Migration Structuring and Tax Residency

Before a company migrates its seat to Luxembourg or Switzerland, its existing asset base, intercompany positions, and tax residency profile must be assessed. WVT identifies exit charge exposure, evaluates participation exemption treatment on existing shareholdings, and advises on whether effective management criteria are met in the target jurisdiction. Post-migration, WVT supports registration with the relevant trade register, preparation of the first local tax filings, and — where required — the establishment of real operational substance to support the new domicile. Our Luxembourg and Swiss tax teams work alongside Dutch counsel throughout.

FAQ's

What is the difference between a cross-border conversion and a cross-border merger?

A cross-border conversion changes the legal form and governing law of a company while preserving its legal personality — no dissolution occurs. A cross-border merger involves one or more companies being absorbed by another, with the absorbed entity ceasing to exist. For multinationals relocating a holding or operating entity within the EU, a conversion is typically preferred where continuity of contracts, licences, and intercompany arrangements is a priority.

Does Dutch law require a notary for a cross-border conversion out of the Netherlands?

Dutch law requires the involvement of a civil-law notary for the execution of the deed of conversion and amendment to the articles of association. The notary also issues a notarial statement confirming procedural compliance. In practice, the outbound conversion cannot be registered in the inbound jurisdiction without this deed, making notarial coordination a critical path item. WVT’s civil-law notaries work within the same team as the corporate and tax advisors managing the transaction.

What are the main Dutch tax risks when migrating a company out of the Netherlands?

An outbound migration triggers an exit charge under Dutch corporate income tax — the company is deemed to have realised all unrealised gains on its assets and liabilities at market value on the date of migration. Gains on qualifying shareholdings may benefit from the participation exemption, but this must be verified per position. Dividend withholding tax exposure on existing reserves also requires analysis before the migration proceeds.

How long does a cross-border conversion from a Dutch BV typically take?

A streamlined outbound conversion from a Dutch BV takes a minimum of two to three months from the date of the conversion proposal filing, given the mandatory two-month deposit period at the Dutch Chamber of Commerce and the requirement to obtain a court statement of non-opposition. Total elapsed time depends on the complexity of the inbound jurisdiction’s requirements and whether creditors or shareholders raise objections. WVT designs the sequencing to compress elapsed time where Dutch law permits.

Can a company migrate its corporate seat to Switzerland from outside the EU?

Switzerland’s rules on inbound corporate seat transfers differ from the EU cross-border conversion framework, as Switzerland is not an EU Member State. The feasibility and mechanism depend on the laws of the departing jurisdiction and Swiss cantonal requirements. WVT analyses the applicable route — which may involve a redomiciliation under Swiss law, a new Swiss incorporation with liquidation of the departing entity, or an alternative restructuring — and advises on the most efficient path given the client’s tax and corporate continuity objectives.