A corporate transaction or reorganisation is never an end in itself.
We look at the more profound finality and the nature of wealth transfer. Where assets migrate, taxation comes into play.
Corporate restructuring
Corporate restructuring: an important step for any business
Corporate restructuring involves significant changes to a company’s organisation, structure, or operations, with the aim of making it more efficient, more profitable, or better equipped for the future.
Our approach:
Companies naturally grow and contract over time. Their legal structure and framework should evolve alongside them. Within corporate groups, restructurings are therefore often necessary to realign the legal structure with the operational reality.
Our expertise in this domain:
Capital changes or contribution transactions in companies, intra-group cooperation agreements, transfers of business units, and more are just a few of the instruments available to restore coherence within a group structure. The experts at Tuerlinckx Tax Lawyers work closely with you and your (financial) advisors to review existing structures and provide hands-on advice tailored to the needs of the business.
In practice? Illustrative cases:
CASE
Tuerlinckx Tax Lawyers assisted a leading international player specializing in water purification technology in its sale to a listed group. As a result of this acquisition, the listed group doubled its turnover.
Due to the complex international structure, involving various companies across multiple jurisdictions (the Netherlands, USA, Philippines, Thailand, etc.), an in-depth tax analysis was required prior to the transaction.
The deal was ultimately completed in September 2023 and was nominated at the M&A Awards 2023 in the category “Mid Cap Corporate Deal 2023”.
CASE
Tuerlinckx Tax Lawyers assisted one of the largest energy suppliers in the context of a leveraged buy-out, whereby the shares of two non-active shareholders were acquired by the remaining shareholders. The operating companies were characterized by a fragmented shareholder structure, with several shareholders holding shares both privately and through their management companies. On the occasion of this exit, it was also decided to simplify the shareholder structure into a more coherent whole.
Within this framework, a holding company was established to centralize the participations in the operating company. Moreover, the holding vehicle was financed with a view to acquiring the shares of the exiting shareholders. This was combined with a double partial demerger of the companies involved.
To this day, the group benefits from a solid shareholder structure, which has only further supported and strengthened the company’s growth.
CASE
Tuerlinckx Tax Lawyers assisted a European player in “pre-food” processing in restructuring the real estate within the group. The corporate group held operational real estate but also managed a substantial portfolio of non-operational, residential real estate.
The operational real estate was centralized within a single operating real estate company through partial demergers. The non-operational real estate was likewise transferred into one central real estate company, which would serve as a family investment vehicle.
Tuerlinckx Tax Lawyers guided the restructuring operations and obtained a favorable tax ruling in advance confirming the overall tax neutrality of the restructuring.
CASE
Tuerlinckx Tax Lawyers assisted a leading player in the food industry in rationalizing its group structure and embedding various operational divisions into a transparent corporate framework.
The group’s top holding company directly held participations in multiple entities with different activities (production, distribution, and real estate). Through partial demergers, the top holding company was split into several holding companies, each dedicated to a specific activity.
Given the tax complexity of such a transaction and the risks associated with restructuring a top holding company, a prior tax ruling was obtained from the ruling commission. Team CORPORATE negotiated the tax neutrality of the demerger transactions, as well as the conditions under which the ultimate beneficial owners (UBOs) of the top holding companies could transfer shares to third parties on a tax-free basis.
CASE
Tuerlinckx Tax Lawyers assisted a leading player in the auction house sector in separating its software development activities. By placing the companies related to the development of its software product into a separate corporate structure, external investors were able to directly participate in the software project.
Team CORPORATE guided the entire range of corporate law transactions, whereby the companies related to the software product were centralized under a holding company through partial demergers and contributions in kind. Subsequently, Tuerlinckx Tax Lawyers supported the entry of external investors and the negotiations regarding the shareholders’ agreement. Prior to this, the entire restructuring was submitted for approval to the ruling commission.
This resulted in a tax-neutral restructuring, enabling the corporate group to attract external partners to invest specifically in the further development of the software product.
CASE
Tuerlinckx Tax Lawyers assisted a major player in the automotive sector, based in East Flanders, in the acquisition of the shares of a company specialized in the sale of (second-hand) motorhomes.
For this purpose, the shares of the two parent companies were transferred to the acquiring party, followed by a phased exit of the two individual selling shareholders, who also held positions as directors in the target company.
As the historical group structure above the target no longer appeared economically logical, a restructuring process was initiated in 2024 with the aim of simplifying the group structure, including a double parent-subsidiary merger.
Schedule a meeting?
Are you facing a similar issue or do you have questions following this case? We’d be glad to assist you – don’t hesitate to get in touch with team CORPORATE: TeamCorporate@Tuerlinckx.eu
“Tax is everywhere”
“Look before you leap”.
A corporate transaction or reorganisation is never an end in itself. We look at the more profound finality and the nature of wealth transfer. Where assets migrate, taxation comes into play.
Advice
Disputes
Are you looking for tax advice based on a firm foundation, written in regular language and which offers a viable solution? Then you have come to the right place at Tuerlinckx Tax Lawyers! We supplement classic tax advice with a tax risk analysis to ensure that a structure passes the tax administration or court review. Together, we go for well-founded solutions that meet both short and long-term objectives.
Count on the CORPORATE team for assistance with tax audits and discussions with the tax administration, both at the administrative stage and in court. We ascertain precisely what the tax administration will and will not allow in the specific tax files. We also explore the viability of the tax authority’s claims and the arguments you could use to make a difference in court.
Regularisations
Negotiations
What if some components of your assets have not been subjected to the correct tax regime? You can still realise a rectification within a legally prescribed framework, through tax regularisation. The experts at Tuerlinckx Tax Lawyers can analyse how to use this tax technique correctly and guide you through the rest of a case.
Tuerlinckx Tax Lawyers are experienced negotiators. Our priority is always the best possible deal for our clients. Whether it concerns contract negotiations, settlements or business transactions, we provide the lasting and most beneficial solution!
Advice
Are you looking for tax advice based on a firm foundation, written in regular language and which offers a viable solution? Then you have come to the right place at Tuerlinckx Tax Lawyers! We supplement classic tax advice with a tax risk analysis to ensure that a structure passes the tax administration or court review. Together, we go for well-founded solutions that meet both short and long-term objectives.
Disputes
Count on the CORPORATE team for assistance with tax audits and discussions with the tax administration, both at the administrative stage and in court. We ascertain precisely what the tax administration will and will not allow in the specific tax files. We also explore the viability of the tax authority’s claims and the arguments you could use to make a difference in court.
Regularisations
What if some components of your assets have not been subjected to the correct tax regime? You can still realise a rectification within a legally prescribed framework, through tax regularisation. The experts at Tuerlinckx Tax Lawyers can analyse how to use this tax technique correctly and guide you through the rest of a case.
Negotiations
Tuerlinckx Tax Lawyers are experienced negotiators. Our priority is always the best possible deal for our clients. Whether it concerns contract negotiations, settlements or business transactions, we provide the lasting and most beneficial solution!
