1. finance
2. bank

www.pwc.com
The Netherlands –
Banking Gateway to
Europe
How to obtain a Dutch
banking licence?
Publication by PwC
Januari 2011
At PwC in the Netherlands over 4,500 people work together from
12 offices and from three different perspectives: Assurance, Tax &
HRS and Advisory. We provide industry-focused assurance, tax and
advisory services and search for surprising solutions, not only for
national and international companies but also for governmental
and societal organizations.
‘PwC’ is the brand under which member firms of
PricewaterhouseCoopers International Limited (PwCIL) operate
and provide services. Together these firms form the PwC network.
Each firm in the network is a separate legal entity and does not act
as agent of PwCIL or any other member firm. PwCIL does not provide
any services to clients. PwCIL is not responsible or liable for acts or
omissions of any of its member firms nor can it control the exercise of
their professional judgment or bind them in any way.
2 PwC
Content
Preface
4
1.
Introduction 2.
Tax regime
10
3.
Banking licence application 12
4.
After authorisation
16
5.
Registering a branch
20
6.
Trends and developments
22
7.
PwC
24
1.1
1.2
1.3
1.4
2.1
2.2
2.3
2.4
3.1
3.2
4.1
4.2
4.3
6.1
6.2
6.3
6.4
Banking landscape in the Netherlands
Definition of a bank
Role of Dutch supervisors
Competitive advantages of the Netherlands
Dutch corporate income tax
VAT
Payroll taxes
Other taxes Time path and steps to be taken
From preparation phase to the start of activities
Regulatory requirements
Annual accounts
Tax reporting requirements
Payment Services Directive De Larosière report
Future of banking report by PwC
Changes to corporate income tax 2010
6
6
7
8
8
10
11
11
11
12
12
16
17
17
22
22
22
22
The Netherlands – Banking Gateway to Europe 3
Preface
Dear reader,
With this publication, we aim to present applicants abroad an overview of both the
Dutch banking landscape and the requirements for obtaining a banking licence in the
Netherlands. This publication can serve as a first exploration if you have the intention of
becoming active in the Dutch banking sector.
In the past, banks in the Netherlands were traditional companies with large numbers
of branches spread across the country. Today, there seems to be a tendency towards
more efficient banks with only a limited selection of products and services offered to
a dedicated group of clients. In addition to this tendency, we predict, as a result of
borders disappearing, a consolidation of local banks in the medium term, which will
then register their head office in the country with the best (financial) market.
The Netherlands stands out as an excellent financial market. It has long been an
attractive destination for international businesses. An extensive double tax treaty
network, solid supervisors and the mature infrastructure are just a few reasons why it
is attractive. In addition, the public and private sectors have joined forces within the
Holland Financial Centre Foundation to simplify regulatory and tax infrastructures and
to promote the Netherlands as a favourable and a well-positioned country within the
EU.
We would be pleased to help you navigate the Dutch financial market. If you have any
questions after reading this publication please let us know.
Yours sincerely,
Gert-Jan Heuvelink
Dutch Financial Services Leader
Amsterdam, 15 December 2010
4 PwC
1. Introduction
In the past years, we have assisted our
clients in obtaining a banking licence in the
Netherlands.
this publication, please contact one of your
PwC advisors or one of the PwC contacts
listed on page 23.
international context. Secondly, mediumsized and smaller players, including niche
banks.
With this publication, we aim to serve
the many parties interested in obtaining
a banking licence. To provide more
information on the Dutch banking sector
and on how to obtain a banking licence,
this publication provides an overview of
the Dutch retail banking landscape and
the players active in this sector, such as
supervisors.
1.1
Banking landscape in
the Netherlands
The banking landscape in the Netherlands
was fairly stable until 2007. From that
time, a number of new parties entered the
Dutch market, in part also making use of
the so-called European Passport facility.
These parties predominantly entered the
market via internet platforms for raising
money on the savings market, since the
Netherlands has traditionally been a
country of savers. These parties have used
an aggressive strategy where previously
unusually high interest rates were offered.
Furthermore, this publication contains a
general overview of the requirements set by
both the Act on Financial Supervision (Wet
op het financieel toezicht) (the “AFS”), and
the Dutch Central Bank (the “DNB”), that
are applicable in order to obtain a banking
licence in the Netherlands. In this context,
this publication includes contributions
from a tax, audit and regulatory
compliance perspective.
Should you wish to discuss the possibilities
of obtaining a banking licence after reading
Some general characteristics of the Dutch
banking landscape are, to name a few
important ones:
• We are well known as savers. Almost
all households have at least one savings
account.
• We have one of the highest rates of
internet penetration into households,
as a result of which the ‘internet
banking’ model has grown rapidly in
the past 10 years.
• We have the tax benefit of mortgage
interest deduction, as a result of
which all banks offer a wide range of
mortgage products.
The banking landscape in the Netherlands
is, by and large, divided into two
categories. First of all, a number of large
players, which are also active in an
At the moment of writing this
publication, the banking sector is under
a lot of pressure. Some banks had to be
nationalised whilst others needed a capital
increase or other forms of help from the
Dutch government.
Until now, there has been no clarity as to
the direction the banking sector will take.
It is a very dynamic sector and much still
needs to change in the years to come.
Banks will have to adjust their strategy
in order to reduce costs, modernise their
business, simplify and reduce complexity,
better integrate their processes and
systems and better connect the various
parts of their business.
Furthermore, the supervision of the
banking sector will become stricter in the
years to come. At the European Union
level, we have already seen the initiatives
of the De Larosiere committee, which has
made proposals for new EU legislation.
Basel III has already been announced and
further regulatory reform measures may be
expected shortly.
The Netherlands – Banking Gateway to Europe 5
At a national level, the Dutch government
recently appointed an advisory committee
to assess the future of banking. This Maas
committee, named after its chairman Cees
Maas, the former CFO of ING Bank, has
published a report with recommendations
to ensure sustainable and safe banking in
the Netherlands. The recommendations
in the report concentrate on governance
structures and risk management, policies
on reward, the supervision of banks in the
Netherlands and the future of banking in
the Netherlands. The recommendations
of the Maas committee are being adopted
in a code for the banking sector. The
code will be developed by the banking
sector in cooperation with the Ministry of
Finance and will complement the existing
Corporate Governance Code. The code is
based on the ‘comply or explain’ principle
and its key elements are, amongst others:
• Introduction of a cap on variable
remuneration components for bank
employees;
• Putting the client first as an essential
condition for the continuity of a bank;
• Variable remuneration components
of bank directors may not exceed the
amount of 100% of the annual fixed
salary;
• Introduction of a moral-ethical oath/
statement for all bank employees; and
• Bank employees will have to undertake
ongoing education in order to ensure
that they have sufficient expertise
(including obligatory banking exams).
The code came into effect on 1 January
2010 and a Monitoring Committee
has been appointed to monitor the
implementation of this code by the
banks. The first results of this Monitoring
Committee may be expected in the autumn
of 2010.
1.2
Definition of a bank
In order to determine whether a licence
as a bank is necessary in the Netherlands,
it has to be analysed if the activities of a
company qualify as such.
6 PwC
A bank needs to be distinguished from an
electronic money institution.
An electronic money institution is:
“A party, not being a bank, whose business it
is to obtain the disposal of funds in exchange
for which electronic money is issued with
which payments can be made, also to parties
other than the party issuing the electronic
money”
Since this publication only deals with
banks and their licence requirements, we
will not further discuss electronic money
institutions.
The legal definition of a bank is:
“A party whose business it is to obtain
the disposal of callable funds from others
than professional market parties beyond a
restricted circle, and to extend loans at its
own expense”
state. If they have met all applicable
obligations of that Member State for
carrying out their services to another
Member State, they will not have to apply
for a licence in the Netherlands since they
can make use of the so-called ‘European
Passport’ facility. Please see also chapter 5.
Another exception may apply if a company
does not qualify as a bank but as a finance
company, in which case a banking licence
will not be required. The reason for this is
that a finance company does not meet all
the requirements of the definition of a bank.
There are two types of finance companies
that may be relevant in this respect:
1. A finance company that only obtains
the disposal of callable funds from
professional market parties and/or
from within a restricted circle.
This means that it in order to operate as
a bank it is required that all the elements
of this definition have been met, meaning
that:
a) there has to be an activity of both
obtaining disposal of callable funds
and of extending loans at one’s own
expense,
b) this has to be the professional business
of the company,
c) the callable funds have to be obtained
from others than professional market
parties, and
d) the callable funds have to be obtained
from beyond a restricted circle.
If a company meets all the criteria of this
definition, a banking licence will be in
principle required, unless an exception to
the licence requirement applies.
One exception to these licence
requirements may apply to banks that have
their seat in a state that is a member of
the European Union or from the European
Economic Area (a “Member State”) and
that have received a banking licence from
the competent authority of that particular
In this case the finance company does
not meet the criteria of the definition of
a bank and is therefore not required to
apply for a banking licence.
2. A finance company that obtains
the disposal of callable funds from
others than from professional market
parties (outside a restricted circle) by
means of issuing securities. In such a
case the finance company is exempt
from banking licence requirements
if the parent company of the finance
company (or its bank) provides for a
financial guarantee for the obligations
resulting from having at its disposal
the callable funds, and if the finance
company puts out at least 95% of its
total balance sheet within the group of
which it forms part. In some cases a finance company
voluntarily applies for a banking licence.
A reason for this may be that companies
which are under supervision can on
average obtain the disposal of callable
funds at a cheaper rate than those not
being under supervision.
If the purpose or factual activities of a
finance company are for a large part to
receive means from non-residents and
payments to non-residents, it has to report
itself to the DNB as a special financial
institution, the so-called “BFI”. The DNB
may then decide which of these finance
companies it wishes to appoint as a
reporter. When appointed as a reporter,
the finance company will need to report
data, such as balance sheet totals, to the
DNB. The reason is that the DNB collects
monthly and annual data on cross-border
transactions with non-residents and
positions in foreign assets and liabilities in
order to have a clear view on the payment
balance of the Netherlands.
1.3
Role of Dutch
supervisors
There are two supervisory authorities
active in the Dutch financial sector,
the Dutch Central Bank, the “DNB”
(De Nederlandsche Bank N.V.) and the
Netherlands Authority for the Financial
Markets, the “AFM” (Autoriteit Financiële
Markten). This is the result of a change
of the supervision model in 2002 in
which sector-based supervision was
replaced by function-based supervision.
This is currently divided into prudential
supervision (DNB) and supervision
of market conduct (AFM). This is also
referred to as the “Twin Peaks” model.
The AFM is responsible for supervising the
operation of the financial markets. This
means that the AFM supervises the market
conduct of the entire financial market
sector: savings, mortgages, investments,
insurances and loans. By supervising the
market conduct of the financial markets,
the AFM aims to make a contribution to the
efficient operation of these markets.
The DNB is responsible for prudential
supervision and is the supervisor that
grants banking licences. Prudential
supervision addresses the question as
to whether participants in the financial
markets can rely on their contracting
parties being able to meet their financial
obligations. The purpose of prudential
supervision is to ensure the financial
soundness of financial institutions and to
contribute to the stability of the financial
sector. Prudential supervision comprises
solvency and liquidity supervision designed
to verify that the financial institutions can
always meet their payment obligations.
The supervision aims to reduce the risk of
bankruptcy, although this risk can never
be entirely excluded in a market economy.
Prudential supervision also includes
supervision of the scope and composition
of insurers’ technical provisions for the
performance of their insurance obligations.
Being the central bank of the Netherlands,
the DNB is also responsible for systemic
supervision. The purpose of systemic
supervision is to ensure the stability of the
financial system as a whole. Prudential
supervision is connected with systemic
supervision because it contributes to the
stability of the financial sector, while the
information it provides about the financial
soundness of financial institutions is
important to effective systemic supervision.
1.4 Advantages of The
Netherlands for banks
There are a number of advantages for
setting up a bank in the Netherlands.
1.4.1 General
The Netherlands has a favourable strategic
geographical location as it is positioned
centrally in Europe and can therefore be
seen as the gateway to Europe. In addition
to this strategic position, the Netherlands
has one of the largest ports of the world in
Rotterdam with easy access to countries
such as Germany, Belgium and France.
The Dutch public is a solid workforce,
very well educated, and multilingual.
At the time of writing this publication,
at 4.8% the Netherlands had one of the
lowest unemployment rates in the EU and
as mentioned before, the Dutch public is
known for its high percentage of savers.
Furthermore, the Netherlands has a
favourable financial infrastructure with
a long tradition in the field of banking,
retirement management, pension funds,
investments and insurance products. There
is also a solid financial infrastructure,
including a very efficient payment
structure, with the Euro as its official
currency, and where monetary platforms
such as PIN, Chip and e-payments
are setting the tone. In addition, the
Netherlands has a well-known stock
exchange in Amsterdam which is part of
NYSE Euronext. Finally, the Netherlands
has a very sophisticated internet
infrastructure, including fibre networks,
which means that there is one of the
highest internet penetration rates in the
world (91% of all households has access to
the internet).
The government in the Netherlands is
committed to maintain and improve, where
necessary, its flexible and state-of-the art
financial infrastructure (supervision, legal
and tax legislation) to accommodate both
national and international investments.
For this purpose, the government and the
supervisors, together with organisations
from the financial sector have set-up the
Holland Financial Centre initiative (‘HFC’).
The objective of the HFC initiative is to
ensure that the Dutch financial sector
remains strong, open and able to compete
internationally in today’s fast globalising
economy.
1.4.2 Tax
From a tax perspective, the Netherlands
is well-known for its extensive network
of tax treaties it has concluded with
other countries. This exceptionally large
International Double Taxation Treaty
network substantially reduces withholding
taxes on foreign dividend, interest and
royalty payments between treaty countries
and the Netherlands.
From a tax perspective, the Netherlands
is also attractive because of its relatively
low statutory corporate income tax rate
The Netherlands – Banking Gateway to Europe 7
of 25%, with possibilities to further
reduce the effective tax rate. There is also
the general possibility to conclude tax
rulings in order to agree on the Dutch tax
treatment of Dutch banking operations
with the Dutch tax authorities in advance.
Dividends and capital gains are exempt
under the so-called participation
exemption regime. The Netherlands also
has an attractive regime for taxation of
foreign branch profits. Further there is
no Dutch withholding tax on interest and
royalties, there is a 30% tax ruling for
expatriates in order to reduce personal
income taxes, and the Netherlands does
not impose any Dutch capital tax or stamp
duties.
1.4.3 Legal
From a legal point of view, the Netherlands
has flexible company laws and incorporates
the legal concept of freedom of contract.
Furthermore, the legal system is based
on non-discrimination. The Dutch
Government has concluded a vast number
of international trade and investment
contracts in order for imports and exports
to function as efficiently as possible. In
addition, the legal infrastructure is wellestablished with large international law,
audit and consulting firms present.
Moreover, the Netherlands has solid and
cooperative supervisors in various fields;
not only the AFM and the DNB in the
financial sector, but also, for example, the
Dutch Competition Authority (Nederlandse
Mededingingsautoriteit) which oversees any
anti-competition practices or monopolies
in the market. It can be said that there are
good working relationships between the
Dutch and foreign supervisors as well as
between regulated entities and supervisors.
In addition, both the AFM and DNB licence
application process are transparent,
orderly and efficient. Both institutions also
have a cooperative approach towards new
entrants.
8 PwC
2. Tax regime
income is calculated with reference
to the (banking) functions performed
by the branch in the Netherlands. The
functions performed in the Netherlands
should therefore be carefully analysed
before starting operations. Depending
on the functions of the branch,
different remuneration methods are
possible. If the branch merely carries
out auxiliary activities for its headoffice, taxable income can generally
be calculated on a cost-plus basis. It is
possible to approach the tax authorities
before commencing operations and
agree upon the method of calculating
the taxable income of the branch.
A bank operating in the Netherlands is
subject to different types of taxation. It
is therefore important to structure the
operations of the bank as tax efficiently as
possible in order to reduce the tax burden.
This tax structuring is usually done during
the exploration phase. In this paragraph,
we will provide a high level summary of
the most important Dutch tax aspects
which should be taken into account when
incorporating a Dutch banking business.
We will discuss:
1. Dutch corporate income taxes (“CIT”)
2. Value Added Tax (“VAT”)
3. Payroll taxes
4. Other taxes
2.1 Dutch corporate
income tax
•
For Dutch CIT, the following items are
relevant to the tax structure of a Dutch
bank. The Dutch corporate income tax rate
is currently 25% for profits exceeding EUR
200,000. For profits below EUR 200,000,
the tax rate is 20%(rate for 2011).
Operations structured through a Dutch legal
entity (NV) or branch
A Dutch legal entity is in principle subject
to Dutch CIT on its Dutch banking profits.
However, the following considerations are
relevant:
•
•
A Dutch legal entity is subject to CIT
over its worldwide profits. However, a
full exemption is available for profits
of foreign branches and foreign
subsidiaries owned by the legal entity.
Tax losses of foreign branches are in
principle tax deductible, although
recapture rules do apply.
If it is decided to structure the
operations via a branch, taxable
Dutch tax law contains transferpricing guidelines governing
transactions between group companies.
Transactions between the Dutch
banking legal entity with group
companies should therefore be priced
similar to transactions between third
parties (the ‘arm’s length’ principle).
The Dutch transfer pricing rules
require that Dutch taxpayers have
documentation available supporting
the at arm’s length character of the
pricing with respect to transactions
between group companies.
Tax efficient capital structure
In order to determine the most optimal
mix between capital and debt funding the
following considerations are relevant:
•
In general, interest payments on loans,
bonds, debentures and other debts
of the company are fully deductible
as normal business expenses. Case
law and particular legal provisions,
however, prevent interest deduction
in a number of situations, such as
thin capitalisation rules and rules
•
•
potentially limiting interest deductions
on intra-group loans. It should
therefore be carefully analysed as to
whether all interest paid by the Dutch
legal entity would be tax deductible.
In the case of a branch that carries out
ordinary banking activities it would be
necessary to allocate equity of the head
office to the branch for tax purposes.
Since the capital allocation could have
a significant impact on the effective tax
rate of the Dutch branch, the allocation
method should be carefully considered.
Tax efficient structuring via, amongst
others, hybrid debt is possible.
Tax Grouping
If the group structure of the bank
comprises more than one Dutch legal
entity / branch, it may be tax efficient
to form a so-called fiscal unity between
these companies. The fiscal unity option
allows companies within a group to file a
consolidated tax return. The main benefit is
that losses from one company can be set off
against profits from another company. In
addition, assets can be transferred within
the group without potential gains being
subject to Dutch CIT.
Ownership of foreign branches and foreign
subsidiaries structured via a Dutch entity
Due to its full tax exemption for branches
and subsidiaries of a Dutch legal entity and
the large Double Taxation treaty network,
the Netherlands is a perfect location for
holding foreign banking activities.
•
The Netherlands provides a full tax
exemption on foreign branch profits
and foreign subsidiaries (if certain
conditions are met). Tax losses of
foreign branches are in principle tax
deductible from the Dutch taxable
profits, although recapture rules do
The Netherlands – Banking Gateway to Europe 9
•
apply.
Furthermore, via the structuring of
foreign operations it would be possible
to benefit from the exceptionally large
Double Taxation Treaty (DTT) network
that substantially reduces withholding
taxes on dividend, interest and royalty
payments (often to 0%) between treaty
countries and the Netherlands.
2.2
VAT
The Netherlands withholds VAT on fees
paid for the delivery of goods and services
against a rate of 6% or 19%. However, most
services provided by banks are exempt
from Dutch VAT. Before starting the
banking operations, it should be carefully
analysed as to whether this VAT exemption
is indeed applicable.
As a result of this exemption, the recovery
of VAT incurred is limited and if significant
amounts of VAT are incurred this can result
in significant costs. To recover any incurred
VAT, it is firstly necessary to attribute
input VAT directly to taxable, exempt and
non-business supplies as far as possible.
For a bank that makes both taxable and
exempt supplies, the standard method of
recovering any remaining VAT incurred
is, in principle, to apply the ratio of the
value of taxable supplies to total supplies,
which for most banks is considerably low.
However, it should be noted that there
are ways to optimise the VAT recovery
ratio of a bank. Furthermore, the Dutch
Ministry of Finance has issued a resolution
(Bankenresolutie) proposing ways in which
banks should deal with a number of VAT
issues they may face. Since a 19% VAT
burden is a significant cost, many Dutch
banks optimise their VAT recovery rates.
Transactions between head office and a
branch are exempt from VAT.
2.3
Payroll taxes
The Dutch banks should withhold payroll
taxes and social security premiums on the
10 PwC
salaries paid to their employees.
The payroll taxes are based on progressive
rates which range from 32% to 52%. There
are specific facilities for foreign employees
in order to reduce their Dutch payroll tax,
the so-called 30% regulation. Furthermore,
most companies offer a tax efficient old-age
pension plan, a collective health insurance
and a tax-friendly saving scheme. 2.4
•
Other taxes
International tax aspects
The Netherlands has an exceptionally large
Double Taxation Treaty (DTT) network
that substantially reduces withholding
taxes on dividend, interest and royalty
payments (often to 0%) between treaty
countries and the Netherlands. The Dutch
commitment to international and bilateral
commerce is evidenced by the fact that the
Netherlands has signed taxation treaties
with more than 90 countries around
the world. In the absence of a tax treaty,
the double taxation relief through the
Royal Decree for the Avoidance of Double
Taxation may be applicable.
Furthermore, the Netherlands has
implemented the EU Parent/ Subsidiary
Directive, the EU merger Directive and the
EU Interest & Royalty Directive, reducing
international taxes on cross-border
transactions.
•
Withholding taxes
A dividend withholding tax of 15% is
levied on dividend distributions made
by Dutch tax resident corporations. The
dividend withholding tax is often reduced
to nil under applicable tax treaties or the
EU Parent-Subsidiary Directive. There is
no Dutch withholding tax on interest or
royalties.
•
Capital taxes/ stamp duties
In the Netherlands, there is no capital tax
or stamp duty.
•
Real Estate transfer taxes
The Netherlands withholds 6% tax on the
transfer of Dutch real estate. This tax is
calculated based on the purchase price of
the Dutch real estate.
3. Banking licence
application
If a company intends to set up a bank in
the Netherlands, it will be required to
apply for a banking licence with the DNB,
unless such a licence has already been
granted in another Member State. The
DNB has to authorise the bank to operate
in the Netherlands. This follows from the
AFS in which it is also stated which legal
requirements must be fulfilled in order to
be granted a banking licence. The DNB
will, amongst others, assess whether
the proposed design and operational
effectiveness of processes and procedures of
the bank comply with these requirements,
and whether the bank will not destabilise
the financial system or harm the trust in the
financial sector of the Netherlands.
Step I
Preparations
Step II
Draft
businessplan
Step III
Meeting
with DCB
3.1 Time path and steps to
be taken
received the information requested. If no or
insufficient supplementary information is
received within the period specified by the
DNB, the DNB may decide not to consider
the licence application request. Based on
our experience a total time path of nine
to twelve months for the whole licence
application should be taken into account
from first considering a banking licence
until the start of banking activities.
In this chapter, a step-by-step overview is
provided of all steps that have to be taken
into account to apply for a banking licence
with the DNB. A time path stating which
step should be taken at which moment
together with an indication of how much
time each step will take is also included.
The DNB has an official term of thirteen
weeks to decide to grant the licence after
receipt of the licence application file.
However, as soon as the DNB requests more
data or information as a supplement to
the application file, this period of thirteen
weeks shall be extended until the DNB has
Step IV
Prepare
application
Step V
Risk
Management
Step VI
Declaration
of no
objection
Step VII
Submit
licence
application
Step VIII
decision
by DCB
Step IX
Start
activities
Meeting with DNB
Identification key-drivers
and show stoppers
Discuss drafts with DNB
Start
activities?
Submit licence
application
Draft
business plan
Month 1
Decision by DNB
Month 2
Month 4
Month 6
Month 9
Month 11
Prepare programme
of activities
Compose licence application file
Declaration of no objection
Risk Management and compliance procedures
Max. 13 weeks
The Netherlands – Banking Gateway to Europe 11
3.2 From preparation
phase to the start of activities
Step I Preparation phase
During the preparation phase, it is necessary
to draft a project plan outlining the different
steps that need to be taken and milestones
to be achieved. The project plan should
also include the duration of each step, the
resources needed and a time plan in order to
ensure that the deadlines set will be met.
Time: This phase will take approximately
two weeks.
Step III Meeting with DNB
Before sending in the licence application,
we advise to meet with the DNB in order
to inform them about the plans of setting
up a new bank, the business plan and the
intentions of filing a licence application.
This is not mandatory, but it helps the
preparations of the licence application file
and the communications with the DNB.
In such a meeting the DNB will provide
feedback which enables anyone applying for
a licence to gain insight in the process of the
licence application from a DNB perspective.
A business plan is part of the licence
application process and it may be necessary
to revise it after the first meeting with the
DNB (see Step III). The table below gives
an indication of the topics that should be
addressed in the business plan:
After discussing the business plan with
the DNB, the applicant must analyse
outstanding issues, key drivers and “show
stoppers” which are important during
the process of the licence application,
and it must amend the business plan in
accordance with the remarks from the
DNB. After having done so, it is customary
to arrange for a second meeting with
the DNB to finalise the discussions on
this topic. If the DNB sees no objections
regarding the amended business plan and
submission of the licence application,
the applicant can continue with the
preparations for the licence application.
Time: This phase will take approximately
six weeks.
Time: This phase will usually take between
six to eight weeks.
Step II Draft Business Plan
The second step is to draft the business
plan and ascertain that it is up-to-date
and ready to share with the DNB. The
business plan will be the starting point for
a conversation with the DNB in relation to
the licence application.
Step IV Prepare application file
After the meetings with the DNB, it is
now time to prepare the application file
keeping in mind the topics discussed
with the DNB. In this phase, the required
documentation and information can be
drawn up and compiled in order to prepare
the application file.
The following documents need to be
prepared and filed:
1. Licence application form, completed
in full. This version is available on the
website of the DNB.
2. Certified copy of the articles of
association of the legal entity that
wishes to obtain the bank licence.
3. An overview of proposed activities
that the bank wishes to perform in
the Netherlands. The entity has to
determine which activities as set out in
the Banking Directive 2006/48/EC, it
wants to perform, for example:
–– Lending, including, inter alia:
consumer credit, mortgage credit
–– Issuing of payment cards (e.g.
credit cards)
–– Guarantees and commitments
–– Trading for own account or for
Topic:
Contents:
Summary
Summary of the chapters/ topics mentioned below
Objective & Strategy
Why a bank in the Netherlands? What is the strategy? Which clients are targeted?
Principal business activities
Information on the bank’s proposed activities and the outcome of any market research investigations for setting
up a new bank in the Netherlands
Introduction of new products
The bank’s procedure for introducing new products, such as:
•
Who decides on or approves new products?
•
What does a proposal for a new product entail?
•
Evaluation of the new product, after it has been released.
Funding strategy
How is funding raised for the bank?
I.e. shareholders, other banks, non-financial institutions, etc.
Operational control
What key processes will the bank have? What departments (i.e. compliance, risk management, Internal Audit, IT,
HR) will the bank have and what will be their role?
The board
What is the composition of the Board of Supervisory Directors? What is the composition of the Board of
Managing Directors? What are their responsibilities?
Financial Forecast
This chapter contains all financial information, including forecasts for the next three years. Examples are profit &
loss statements, cash flow, growth in interest expenses, etc.
12 PwC
account of customers in financial
instruments,
–– such as shares and options
–– Participation in securities issues
–– Portfolio management and advice
4. Integrity Test Forms: the legal entity
applying for the bank licence will
need to appoint a Supervisory Board,
comprising at least three members, and
a Board of Directors comprising at least
two members. The members of the
Board of Directors will need to reside in
the Netherlands. Both the members of
the Supervisory Board and the Board of
Directors are subject to the “expertise
test” and the “trustworthiness test” by
the DNB. The expertise test examines
whether the prospective appointee’s
education and experience related to
banking activities is sufficient. The
trustworthiness test assesses the
integrity of the prospective members.
5. Policies to secure sound operations:
A. Description for prevention of
conflicts of interest
There have to be policies that describe
the measures to be taken in order to
prevent:
a. conflicts of interest;
b. any involvement of the bank or its
staff that is in violation of the law,
or criminal offences which may
affect the public’s confidence in the
bank or in the financial markets;
c. confidence in the bank or in the
financial markets from being
damaged because of its clients; and
d. the bank or its employees from
performing any acts that are
considered to be contrary to
generally accepted standards and
may seriously damage confidence in
the bank or in the financial markets.
This is an open norm regarding
negligent or careless behaviour
which can damage the confidence
in the bank or in the financial
markets.
B. Description for IT environment
In addition to the policies describing
the prevention of conflicts of interest,
the applicant needs to explain to the
DNB how it will plan and implement
its IT environment. Because banks rely
heavily on IT, the DNB wishes to ensure
that the bank has a well-controlled IT
environment that adequately supports
its business processes. For this purpose
the DNB requests an IT risk assessment
being prepared and an analysis of the
functional system requirements to
support the bank’s business processes,
as follows:
–– General IT Risk Assessment
Banks are required to perform an
assessment of the most important
risks with respect to the intended
IT environment. The DNB stresses
the importance of identifying the
most important risks for which
strong controls are vital, and which
risks are considered acceptable
and would thus not consume
management time and resources.
Examples of relevant areas to be
covered would be the IT strategy,
systems security, programme
development, change management
and IT resilience. An option would
be to use a generally accepted
framework for IT governance, such
as CobIT (Control Objectives for
IT) as a reference, which provides
practical guidance on implementing
a balanced set of IT General
Controls.
–– Functional application requirements
The licence applicant should be
able to perform an assessment
demonstrating to what extent the
functionality of its application
infrastructure will support its
business processes. The DNB prefers
a party to completely administer its
business processes and activities
within its applications to avoid the
use of end-user solutions or even a
hard-copy administration. The DNB
requires applications to be robust
and complete with controls that
cover the main risks in the business
processes. The applicant should be
able to provide an overview of these
processes. This overview would
have to include requirements based
on risks within the generic business
processes and external compliance
requirements, identified by an
assessment of applicable laws and
regulations.
6. Control structure: the control
structure description should at
least contain information on the
organisational structure (i.e. an
organisational chart) and a description
of the major shareholder(s). The DNB
assesses this information since the
proposed organisational structure may
not obstruct the supervisory activities
of the DNB.
7. Internal control description: the
internal control description provides
an overview of the business operations
and the internal controls of the bank.
It must at least include a clear and
adequate organisational structure, a
clear and adequate division of roles and
responsibilities, an adequate recording
of rights and obligations, clear
reporting lines and an adequate system
for the provision of information and for
communication. The legal requirements
for the content of the internal control
description are principle-based and not
precisely and exhaustively described in
the AFS. It is up to the bank to design
and describe its business operations
and internal controls in such a way that
it demonstrates to be in control.
8. The bank’s own funds, the
expected solvency and liquidity,
and ICAAP: an audit statement by an
external accountant registered in the
Netherlands regarding the opening
balance sheet will be sufficient to prove
The Netherlands – Banking Gateway to Europe 13
the existence of the bank’s own funds.
In order to set up a bank, the legal
entity will need to have a minimum
of own assets of EUR 5 million.
Furthermore, an ICAAP description
will have to be set up. The ICAAP is
a process description to ensure that
adequate provision is made for holding
internal capital in relation to the risk
profile of the new bank. For solvency
aspects, a description must be made of
the manner in which the new bank will
calculate its solvency. The bank has to
make a choice out of three methods,
as prescribed by the AFS. All three
methods have to be calculated and
explained in the licence application.
Step V Risk Management
An important step is the design and
preparation of a description of the
procedures with regard to the compliance,
risk management and internal audit
functions. Every bank is required to have a
separate compliance, risk management and
internal audit function, and the DNB will
look closely at the design and description
of each of these functions. For each
function, a policy and a description of the
operating procedures need to be submitted
to the DNB. The policies and descriptions
are part of the internal control system of
the bank and can be submitted together. It
is not necessary to prepare and submit each
policy and description separately.
Time: one to three months.
If the bank also intends to provide certain
investment services, such as portfolio
management for individuals, additional
documentation needs to be drawn up,
including, amongst others:
–– In case the bank will act as
depository for financial instruments
or money belonging to clients: a
description of the measures taken
in order to safeguard the rights
of the clients to the financial
instruments or money and the use
of the financial instruments and the
money for own account of the bank
(asset separation).
–– A description of the policy
regarding the conflicts of interest
which is in compliance with the
requirements set out in the Markets
in Financial Instruments Directive
(“MiFID”). The MiFID requirements
are applicable when providing
investment services and more
extensive requirements apply to
the conflicts of interest policy for
banks that also provide investment
services.
Time: approximately three to six months.
14 PwC
Step VI Submit Declaration of No
Objection
Any entity or person who has a qualified
(share or voting) participation in the
bank, i.e. more than ten percent interest
or control, needs to obtain a declaration
of no objection (“DNO”) from the DNB.
The DNO will be issued on the basis of
the outcome of an assessment of the
participating interest. The DNB assesses,
amongst others, who is holding the
interest or control, whether there are any
conflicts of interest, how much authority
this person has in the bank and whether
this person is trustworthy. The DNB also
assesses whether the participating interest
in question results in the formation of a
financial group which by its structure and
activities presents an excessive risk for the
stability of the financial sector.
The DNO needs to be submitted along
with the licence application or shortly
afterwards. Several documents need to be
submitted together with the application
form for the DNO:
1. documents evidencing the financial
position of the applicant or holder of a
qualifying holding; and
2. documents evidencing the integrity of
the applicant (e.g. an integrity form).
The DNB has thirteen weeks to decide
upon the application for a DNO. However,
if the DNB asks for additional information,
this period will be suspended until the
DNB receives the required additional
information. Time: this step will normally take thirteen
weeks.
Step VII Submit licence
application file
The application file must be submitted in
hard copy to the DNB. As of this date, the
official term of thirteen weeks will start.
It is important to have people available to
be able to answer any questions the DNB
may have and to prevent the process from
falling behind schedule.
Time: this step will normally take at least
thirteen weeks.
Step VIII Start activities
As soon as the licence to operate as a
bank has been received, the bank is
allowed to start its banking activities.
Please note that as a licensed bank the
continuous supervision of the DNB will
apply, in cooperation with the AFM. This
means continuous compliance with the
requirements from, amongst others, the
AFS.
4. After authorisation
Once a banking licence has been granted
by the DNB, the new entrant may start its
activities in the Netherlands. One of the
consequences of performing activities as
a bank in the Netherlands is that there is
a continuous obligation to comply with
a large set of reporting and regulatory
requirements as stated in the AFS. A
general outline of these requirements is
presented below.
Regulatory requirements are included in
the AFS and in secondary regulations, e.g.
the Regulation on Statements of Financial
Undertakings under the Wft (Regeling
staten financiële ondernemingen). The
Decree on the Implementation of the Basel
II Capital Accord, the new capital accord
for banks (Basel II), has been put into effect
for the European Union (EU).
The supervision of banks in the
Netherlands is based on the three-pillar
approach set by the Basel Committee:
•
•
•
Pillar 1:
the minimum capital requirements per
risk type: credit risk, market risk and
operational risk;
Pillar 2:
the internal processes for risk
management and for the calculation
of the internal capital requirements,
the economic capital and how the
supervisor views these internal
processes: supervisory review; and
Pillar 3:
requirements for the disclosure of key
financial data as calculated for pillar 1.
4.1 Regulatory
requirements
4.1.1 Pillar 1: FINREP/COREP
The statements to be provided by a bank to
the DNB include:
Balance sheet and profit and loss
information as well as additional
financial information for the
supervision to demonstrate compliance
with the Section Prudential supervision
of financial undertakings of the AFS;
• Other information for the supervision
to evidence compliance with the rules
with regard to solvency, maintaining
balance sheet items and off-balance
sheet items, and liquidity.
•
The reporting framework consists of
financial reports (FINREP), risk reports
(COREP) and other reports as defined in
the Regulation on Statements of Financial
Undertaking under the Wft (e.g. liquidity,
interest rate risk, country risk). Depending
on the approach applied (standardised or
Internal Ratings-Based (IRB)), different
sets of reports must be submitted to the
DNB, usually once per month.
Once a year most reporting forms have to
be accompanied by a statement regarding
the fair presentation, issued by an external
auditor. The DNB has laid down rules
specifying which statements the auditor
must include in the audit.
4.1.2 Pillar 2: Internal Capital
Adequacy Assessment Process
(‘ICAAP’) and Supervisory Review
and Evaluation Process
Pursuant to the AFS, a bank should have
robust, effective and comprehensive
strategies and processes in place which
it uses to monitor and ensure on a
continuous basis that the size, composition
and distribution of its own funds are
proportionate to the size and the nature
of its current and possible future risks.
These strategies and processes, hereinafter
referred to as the ‘ICAAP’ (Internal Capital
Adequacy Assessment Process), will be
evaluated periodically by the DNB. Key
to this evaluation, also referred to as the
‘SREP’ (Supervisory Review and Evaluation
Process), is the dialogue between the bank
and the DNB.
4.1.3 Pillar 3: Disclosures
Pillar 3 requirements are also incorporated
in the AFS. Pillar 3 aims to improve
market discipline through effective public
disclosure to complement requirements
for Pillar 1 and Pillar 2. Pillar 3 disclosures
are public disclosure requirements around
capital structure, capital adequacy and
risk measurement. In general, Pillar 3
disclosures cover the following aspects
from both a qualitative and quantitative
perspective:
•
•
•
•
•
•
•
•
•
Scope of application of the capital
adequacy framework;
Capital Structure and Capital
Adequacy;
ICAAP strategies and processes under
Pillar 2;
Credit Risk;
Securitisation;
Market Risk;
Equities;
Interest Rate Risk in the Banking Book;
and
Operational Risk.
4.1.4 Other requirements
Deposit guarantee scheme
The deposit guarantee scheme protects
individuals and small entities from losing
the assets that they have deposited at their
bank. If a bank is supervised by the DNB,
it must participate in the Dutch deposit
guarantee scheme. The deposit guarantee
scheme is established for the situation in
which a bank is no longer able to fulfil its
payment obligations towards its deposit
The Netherlands – Banking Gateway to Europe 15
holders. The deposit guarantee scheme
guarantees a maximum level of protection
of EUR 100,000 per account holder.
Organisational aspects
Specific changes in organisational aspects
of a bank need to be reported to the DNB.
In case new directors or new supervisory
board members are to be appointed,
the bank has to inform the DNB of this
intention upfront. New directors will
have to be screened on trustworthiness
and expertise prior to the start of their
activities. The screening is performed by
the DNB.
If after approval of the DNB the
information on which the DNB based
a past decision has changed, this
information should be provided to the DNB
immediately. In such a case, the DNB will
reassess the expertise and trustworthiness.
Other changes in the organisational
structure of the bank which need to be
reported to the DNB are, amongst others,
the name and address of the bank, its
statutory seat, statutory name, and trading
name(s), its registration number at the
Chamber of Commerce; any changes to
the corporate by-laws; as well as changes
to the control structure and if applicable,
the addresses of branch offices. Finally,
the DNB should be notified immediately in
case of incidents endangering the sound
business operations of the bank.
Requirements pursuant to the Act on the
prevention of money laundering and the
financing of terrorism
An important obligation in the prevention
of money laundering and the financing
of terrorism is the obligation to report
unusual transactions to the Financial
Intelligence Unit, the FIU. Informing the
FIU has to take place within 14 days after
discovering the unusual transaction. Private investments transactions
Employees, directors and supervisory
board members are subject to detailed
regulations regarding private investment
transactions and the handling of price-
16 PwC
sensitive information. These regulations
must prevent conflicts of interest, the
unauthorised use of price-sensitive
information and trading with pricesensitive information. Should the bank also
be a listed company, certain people within
the bank who qualify as insiders will then
need to report their transactions in the
bank’s listed financial instruments to the
AFM.
In the situation in which inside information
relates to the bank itself as an issuing
institution, the bank must directly disclose
such information by sending out a press
release, and report the inside information
to the AFM. Furthermore, the inside
information must be published on the
bank’s website.
Should the bank have a reasonable
suspicion that any client transaction in
financial instruments is being performed
under the influence of inside knowledge,
the bank should inform the AFM
immediately about this suspicion.
4.2
Annual accounts
The legal provisions relating to the
preparation, filing and audit requirements
for financial statements of a bank are set
out in Book 2, Part 9 of the Dutch Civil
Code (Burgerlijk Wetboek). In accordance
with the AFS, a bank having its registered
office in the Netherlands shall provide
the DNB within six months after the end
of the financial year with the annual
accounts, the annual report and the
other information referred to in Book 2
of the Dutch Civil Code. The accounts
also have to be published by filing them
at the relevant Chamber of Commerce.
The annual accounts of a bank have to be
accompanied by a statement regarding the
fair presentation, issued by an external
auditor.
The format and content of company
accounts are set out in Book 2 of the Dutch
Civil Code. The annual accounts can be
prepared either in Dutch GAAP or IFRS
as adopted by the EU. For Dutch GAAP,
in addition to the Civil Code, models for
the balance sheet and the profit and loss
account have been provided by General
Administrative Order, in conformity with
the relevant EU Directives. Additional
requirements are set out in the Dutch
Accounting Standards (Richtlijnen voor
de jaarverslaggeving), judicial precedence
or, if applicable, IFRS. The principal
requirement for annual accounts is that
they are prepared in accordance with
generally accepted accounting principles
and provide an overview enabling a wellfounded opinion to be formed on the legal
entity’s assets, liabilities and results and,
insofar as the financial statements permit,
of its solvency and liquidity.
4.3 Tax reporting
requirements
A bank which is active in the Netherlands,
irrespective of being established here or
being a branch from a foreign bank, has to
fulfil tax compliance obligations towards
the Dutch tax authorities. Please find the
most important Dutch tax compliance
requirements below.
Tax returns
Banks are required to file a corporate
income tax return on an annual basis.
The corporate income tax returns must
be filed electronically. An estimation form
declaring expected taxable income also has
to be filed during the financial year. VAT returns and wage tax returns must also
be filed on a monthly or quarterly basis.
Tax Assessments
After receiving the tax return, the tax
inspector issues an assessment. In addition,
preliminary assessments are normally
issued and payable during the fiscal
year on the basis of an estimation of the
expected taxable income.
The corporate income tax is payable after
receiving an assessment. Preliminary
assessments will be set off against the final
tax liability. Some other taxes are payable
upon self-assessment (e.g. VAT, dividend
withholding tax and wage withholding
tax).
Interest
If the tax due exceeds the preliminarily
assessment, interest becomes payable
upon assessment. The accrual period of the
interest is from the mid-year until the date
of the corporate income tax assessment.
With respect to wage withholding tax, VAT
and some other taxes, the accrual period
starts at different dates, but generally when
the taxes are due.
Advance Pricing Agreements
The Advance Pricing Agreements (APA)
and the Advance Tax Rulings (ATR) system
of the Dutch tax authorities offer the
opportunity to agree in advance with the
Dutch tax authorities on the tax aspects of
certain transactions. Tax rulings are often
agreed for banking operations in order to
agree on the Dutch taxable base of foreign
banks.
The Netherlands – Banking Gateway to Europe 17
5. Registering
a branch
•
•
•
A branch is a physical location without
legal personality in another country
from the one in which the company is
established.
In this chapter, an overview will be
provided of the relevant steps for a bank
that intends to open a branch in the
Netherlands from outside the EU as well
as from the Netherlands in other Member
States or in countries outside the EU/EEA.
I
From a Member State into
the Netherlands
For banks established in other Member
States, it is possible to open a branch
in the Netherlands. In order to start
a branch, it is a precondition for the
bank to have a licence from its home
state supervisor and to have applied for
the European passport. This European
passport is a notification system for
executing services from one Member State
to another one within the EU/EEA. The
European passport includes only those
activities which are permitted pursuant to
the licence as provided by the supervisor
of the bank’s home state.
II
From outside the EU/EEA
into the Netherlands
It is possible for banks established in
countries other than EU/EEA countries
to open a branch in the Netherlands.
A precondition is that this bank has a
licence as a bank from the supervisor in
the country in which it is established.
In addition, the bank has to apply for a
licence in the Netherlands. This licence
application is comparable to the regular
licence application as described above,
18 PwC
although the requirements for obtaining
a licence as stated above mostly relate to
the (board members of the) branch and
only to a lesser extent to the statutory
office of the bank in its home state. A
licence may be granted by the DNB if the
applicant demonstrates that it will comply
with a number of provisions related to the
branch, such as requirements for, amongst
others, expertise and trustworthiness
of the board members of the branch, as
well as with respect to the solvency and
liquidity of the branch. Furthermore, the
applicant has to send a statement from the
home supervisor to the DNB, evidencing
that this supervisor has approved the
opening of a branch in the Netherlands.
III From the Netherlands into
other Member States
Once a bank has obtained a licence
to carry out banking activities in the
Netherlands from the DNB, it is a
possibility to carry out activities from
an office in a Member State by means of
a branch. Please note that it is possible
to request the approval from the DNB
together with the licence application, but
also at a later stage after the licence has
already been granted.
A Dutch bank that intends to start a
branch in other Member States has
to obtain prior approval from the
DNB. Amongst others, the following
information has to be provided to the DNB
prior to opening the branch:
• the name of the Member State in
which it wishes to be active;
• the (future) address of the branch;
• activities that the bank intends to
carry out from the branch;
the names and addresses of the
persons that will carry out the daily
management of the branch;
a description of the intended policy
concerning the sound conduct of
business;
a description of the design of the
operational management concerning
the sound and controlled conduct of
business.
The DNB will inform the applicant
within two months after receipt of the
application of conditions, if any, that are
applicable to the branch. In the event that
the DNB approves the application, the
DNB will notify the supervisory institution
of the country in which the branch is to
be established of its decision. This DNB
will also enclose financial information
of the applicant in the notification. The
branch can start to deploy its activities
two months after the conditions, if any,
have been met.
IV
From the Netherlands to
countries outside the EU/EEA
If a Dutch bank intends to establish
a branch outside the EU/EEA, the
procedure that will need to be followed is
in principle the same as described above.
The main difference is that Dutch law does
not state any rules on the co-operation
between the DNB and the supervisory
institution of the country where the
branch is intended to be established.
This is because the European Passport
facility is not valid outside the EU/EEA.
It is very well possible that countries
outside the EU/EEA have their own rules,
including the requirement to obtain a
local licence. For registering a branch in
these countries, it is relevant to look at the
national laws of that specific country.
6. Trends and
developments
A number of EU Directives and other
local tax and regulatory initiatives have
recently been implemented or are about
to be implemented into the laws of the
Netherlands and which may impact on the
banking landscape in the Netherlands. The
following is not intended to be exhaustive,
but provides a high-level overview of what
is about to change in the near future.
6.1 Payment Services
Directive
The PSD was implemented in the AFS on 1
November 2009.
The Payment Services Directive (“PSD”)
provides the legal foundation for the
creation of an EU-wide single market for
payments. The PSD aims at establishing
a modern and comprehensive set of rules
applicable to all payment services in the
European Union. The objective of the PSD
is to make cross-border payments as easy,
efficient and secure as ‘national’ payments
within a Member State. The PSD also
seeks to improve competition by opening
up payment markets to new entrants. At
the same time the Directive provides the
necessary legal platform for the Single
Euro Payments Area (SEPA).
For banks, PSD has the following
consequences:
a. Adaptation of contracts with clients
b. New rules on the provision of
information to clients
c. Adaptation of transactions (faster,
by number, without crediting to an
account)
d. Adaptation of rates: PSD prescribes
rates that are based on the actual costs
of the transaction
The Netherlands – Banking Gateway to Europe 19
6.2
De Larosière report
The financial crisis has sparked a new
sense of urgency with regard to regulatory
reform. A number of prominent reports
have been published on the subject, such
as the De Larosière report of the EU, the
Turner report in the United Kingdom and
the report of the Maas Commission in the
Netherlands. These papers all set forth
numerous recommendations on how to
ensure greater stability in financial markets
and how to prevent a financial crisis of such
gravity from occurring again.
It is expected that in 2010 and 2011,
the European Commission will further
elaborate on the following issues:
•
•
•
•
•
•
Harmonisation of the definition of
Pillar 1 capital;
Harmonisation of liquidity regulation
and supervision;
Strengthening of supervisory oversight
of risk management;
Supra-national European supervisory
structures, both micro- and macroprudential;
Supervision of cross-border financial
institutions by colleges of supervisors;
New directives on remuneration.
How these matters will materialise remains
to be seen. It can be safely said, however,
that the political decisions to be taken in
the next few months will have far-reaching
consequences for banks and how they will
run their business.
20 PwC
6.3 Future of banking
report by PwC
The Future of Bankongis PwC’s reaction to
the current financial crisis. It advises banks
to take a number of measures necessary to
face the current problems. Many of these
measures are not new, but necessary. They
should be executed on a timely basis and in
the right order to be fully prepared for the
future.
To be able to start building on a steady
and profitable future, banks need
fundamental solutions for the long-term.
This is especially important now since
otherwise the future economic stability
may be damaged by the short-term crisis
management of today.
Thinking about the future of the banking
sector leads to a number of questions. How
will banks earn money in the future? How
will banks deal with risk management? Or
with capital and liquidity requirements?
Is the business model still suitable for the
targets set? And who is responsible for
governance? Based on these questions, the
report highlights five important points of
interest: strategy, business models, capital,
risk, regulation and governance; and
people and rewards. The report highlights
the potential bottlenecks and possible
actions to be taken for these four areas in
order to be successful in the long-term.
Should you wish a copy of this report,
please do not hesitate to contact us.
6.4 Changes to corporate
income tax 2010
The Dutch Ministry of Finance has made
several changes to the Dutch Corporate
Income Tax Act for 2010. In order to give
the Dutch investment climate an extra
boost, further improvements are now
introduced. The measures contain in
particular improvements with regard to the
fields of financing and investing through
the Netherlands.
With effect from 1 January 2010, the
participation exemption regime has been
simplified. Furthermore, the innovation
box has been improved, resulting in a
5% taxation of all profits stemming from
licensed R&D activities.
7. PwC
No part of this publication may be
reproduced, stored in a retrieval system or
transmitted in any form or by any means
– electronic, mechanical, photocopies,
recording or otherwise – without prior
permission of PricewaterhouseCoopers.
For more information or assistance, please
contact Jasper van der Poel.
Tel.: +31 (0) 88 792 4996
Email: jasper.van.der.poel@nl.pwc.com
PwC provides sector-specific services in
the fields of Assurance, Tax & HRS and
Advisory. Our objective is to help our
clients improve their operational agility
– not only as a service provider but also
as a business partner. We give practical
advice, identify opportunities and suggest
innovative solutions: with a resultdriven focus and often from a surprising
perspective. We do this with some 4,800
colleagues in the Netherlands and more
than 155,000 people in 153 countries
around the world. We serve large national
and international companies as well as
governments, not-for-profit organisations
and private companies.
‘PwC’ refers to the network of participating
member firms of PwC. Each member firm is
a separate and independent legal entity.
This publication was exclusively prepared
as a general guideline for relevant
issues, and should not be interpreted as
professional advice. No one should act
solely on the basis of the information
contained in this publication without
obtaining further professional advice.
No explicit or implicit statement is
made or guarantee offered in respect of
the correctness or completeness of the
information contained in this publication
and, insofar as permitted by law,
PricewaterhouseCoopers, its affiliates,
employees and representatives accept
no liability or responsibility whatsoever
for the consequences of any action or
omission made by anyone on the basis
of the information contained in this
publication or for any decision based on
that information.
PwC in the Netherlands includes a large
banking group. This group consists of amongst others - audit, tax and compliance
professionals with fundamental knowledge
of the banking sector. Recent projects of
the banking group include full project
management on licence applications, the
audit of an opening balance and of annual
accounts of new entrants to the Dutch
banking sector, compliance advice as well
as advice on the necessary information to
be provided to customers. Furthermore,
we assisted in the organisation and
implementation of the compliance
function, and we advised on the optimal
tax structuring of various local and foreign
banks wishing to start a new bank in
the Netherlands. These are only some
examples of what we can do for our clients.
The following persons are part of the
Dutch PwC banking group. We invite you
to contact them if you have any questions
after reading this publication:
The Netherlands – Banking Gateway to Europe 21
22 PwC
Contact
Audit
Rogier van Adrichem
Partner
rogier.van.adrichem@nl.pwc.com
+31 (0)88 792 5166
Advisory
Martin Eleveld
Partner
martin.eleveld@nl.pwc.com
+31 (0)88 792 4997
Tax
Remco van der Linden
Partner
remco.van.der.linden@nl.pwc.com
+31 (0)88 792 7485
IT/SAS 70
Stefan Verweij
Director
stefan.verweij@nl.pwc.com
+31 (0)88 792 5446
The Netherlands – Banking Gateway to Europe 23
© 2010 PricewaterhouseCoopers Advisory N.V. (KvK 34180285). All rights reserved.