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Real Estate

Law Firm in the Netherlands specialised in Real Estate

We know the world of the investor, the developer, the tenant, the construction consortium or the asset manager like no other. Our advice therefore always makes the difference you need and stimulates your entrepreneurship. Evidently we know local markets from inside and out, but we feel just as much at home in international markets. You will profit from this to the fullest. Since you are our main point of focus, we will manage our international teams from the country where you are located. You will have the guarantee that we have all the expertise that you need in order to make a difference in the real estate market.

As an investor, developer, occupier, construction consortium or asset manager, your real estate deals are executed to tight deadlines within complex local legal systems. If, for example, your property assets cross international markets, you face issues based on differing real estate law as well as cultural and economic contexts. With over 450 lawyers in 33 countries, we give consistent legal advice across borders, coordinated from your home market. Whether you are in the retail, residential, hotels, infrastructure, care home, office, logistics, renewable energy or student accommodation sectors, we have the specialists to help.

Through decades of experience of doing deals across Europe, our multi-jurisdictional teams adhere to the same templates, processes and standards, including project management. This means we can deploy specialist teams to advise you immediately, irrespective of where the real estate assets are. If you are launching or operating a real estate fund or setting up a real estate related joint venture, our funds and corporate experts can give you country-specific support. This approach allows us to guide your tax, planning, debt financing, construction and management issues in addition to your traditional real estate portfolio and property management work.

Significant clients: ASR, BAM, Ballast Nedam, Borghese, Bouwfonds.

"My experience with CMS in the Netherlands is outstanding. They are dedicated to every issue, give you full support beyond legal, never forgetting the economical aspect in a deal."

The Legal 500 EMEA 2023

"The service of the team is outstanding and with a lot of experience they solve every problem for us."

The Legal 500 EMEA 2023

"The service level is outstanding and the team members are always easy to reach."

Chambers Europe, 2023

"CMS’ negotiation skills in transactions make them a preferred adviser."

Chambers Europe, 2023

Full-service firm recommended for complicated turn-key development transactions.

The Legal500 EMEA, 2022

The CMS lawyers "made the acquisition process very pragmatic and efficient."

Chambers Europe, 2022

The team members know the construction business inside and out.

The Legal 500 EMEA, 2021

Very knowledgeable on all different aspects of real estate transactions (e.g. zoning, construction, portfolio sales, etc).

The Legal 500 EMEA, 2021

The lawyers are "very fast, very skilled and pleasant in communication."

Chambers Europe, 2021

"CMS is home to a construction team with wide-ranging experience, capable of advising the full spectrum of market players on the structuring of property rights, development agreements and contracting."

The Legal 500 EMEA, 2020

"Their broad experience and in-depth knowledge about the real estate market make this firm one of the best and finest to work with in the Netherlands."

The Legal 500 EMEA, 2020

Clients appreciate that the team "provides a fast response”.

Chambers Europe, 2020

Extremely efficient and spot-on with high local expertise, as well as an international focus and network.

Chambers Europe-wide, 2020

"Established practice with a sizeable team able to advise on the full spectrum of construction matters, both contentious and non-contentious."

Chambers Global, 2020

"Strong construction and engineering practice."

Chambers Global, 2020

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Agricultural sector
The agricultural sector is constantly changing. Sustainable agriculture and concern for animal welfare make new demands on the balance between environ
Cranes with orange sky
Construction
CMS is one of the leaders of construction and procurement law. Our specialists do not only keep themselves and their clients continuously informed abo
commercial office buildings
Corporate Real Estate
Our Corporate Real Estate group was created in response to changes in real estate transaction and portfolio structures, in which property and corporat
Building construction site and crane
Exploitation of Real Estate
No return on investent on vacant/redundant properties; the rental income of the property determines the value of the property. The type of use on the
Yellow tram passing a building
Planning & De­vel­op­ment/En­vir­on­ment
Property developers and public authorities are exceedingly ambitioxus when it comes to building and infrastructure projects. The Netherlands is a smal
Building site scaffolding
Real Estate Development
With property development, all kinds of questions about spatial planning, entering into leases, contracts of sale and cooperation agreements, as well
Sustainability
Sustainability is the leitmotiv in today’s world and in the world of Real Estate, whether it concerns the phase of construction, utilisation or
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14/06/2022
European real estate investment markets back to pre-corona levels with...
The European real estate investment market appears to have largely recovered from the consequences of the COVID-19 pandemic in 2021, according to the CMS European Real Estate Deal Point Study 2022. Compared...

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15/03/2024
Real estate finance law in Netherlands
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Pre-conditions to arbitration and the FIDIC 2nd Edition
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The CBAM – what is it and how will it affect the market?
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CBAM: Just over a week to comply
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14/12/2023
ESG Power Hour: Discover the trends for 2024
We cordially invite you to the webinar "ESG Power Hour: Discover the Trends for 2024" on Thursday 14 December 2023, from 08:30 to 09:30 AM, live via GoTo Webinar.
01/11/2023
Delay claims under the FIDIC form: Obrascon challenged
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19/09/2023
Dutch 2024 Tax Plan and other Tax proposals
On Tuesday 19 September 2023 the Dutch State Secretary for Finance published the 2024 Tax Plan and related legislative tax proposals. This newsflash primarily discusses the proposals that we consider most relevant for (international) companies. Dividend stripping Dividend stripping is the practice of splitting the economic interest in and legal title to dividends in order to obtain a dividend withholding tax advantage. The 2024 Tax Plan proses to improve the possibilities to combat dividend stripping through the following two separate measures:The introduction of a record date for recording the beneficiary of the dividends and the underlying credits, refunds or reductions of dividend withholding tax; andImproving the burden of proof for tax authorities in cases of suspected dividend stripping. The later measures only apply if the underlying tax amount exceeds EUR 1,000. Dutch tax classification rules for (foreign) entities A new regime for the classification of (foreign) entities for Dutch tax purposes is proposed as of 2025. The regime aims at reducing (hybrid) mismatches between the Netherlands and other jurisdictions and will include the following key elements:the codification of the current tax classification method for foreign entities;the current tax classification method for foreign entities will be supplemented by the 'fixed'-method and the 'sym­met­ric­al'-meth­od for foreign entities that do not have a comparable Dutch legal form, whereby:the 'fixed'-method entails that if an entity established under foreign law is resides in the Netherlands, the entity will always be regarded as tax opaque; andthe ''sym­met­ric­al'-meth­od means that if an entity established under foreign law (with a shareholder relationship with a Dutch resident taxpayer) and that entity does not reside in the Netherlands, the Dutch qualification of the entity will follow the qualification of its country of residence; andthe so-called unanimous consent requirement (toes­tem­mingsvereiste) will be abolished and all Dutch limited partnerships (CV), including the open limited partnerships (open CV) that currently is regarded as tax opaque, will qualify as tax transparent (except for reverse hybrid structures). The change in the tax classification of the open CV from tax opaque to tax transparent will trigger a final settlement which may result in a tax liability. Facilities are proposed to allow for a tax neutral restructuring. The impact of this proposal needs to be assessed as soon as possible with a viewing to benefitting from the special restructuring facilities in 2024. Changes to the tax classification of Dutch mutual funds (fonds voor gemene rekening or FGR) Under the current rules, the FGR can be structured as tax transparent or tax opaque for Dutch tax purposes. An FGR qualifies as tax transparent it the rules relating to the transfer of units are structured according to:the unanimous consent variant –units are only transferable with the prior unanimous consent of all other unitholders. The redemption variant – units can only be redeemed and issued by the FGR, i.e. only be transferred to the fund itself. All other FGRs are currently treated as tax opaque for Dutch tax purposes. Under the proposed new rules, an FGR will only qualify as tax opaque for Dutch tax purposes if the FGR is regulated under the Dutch Financial Supervision Act and the participation units are freely transferable. In this respect, the units will not be considered freely transferable if the units can only be redeemed and issued by the FGR itself. All other FGR's will be treated as tax transparent as of 2025. The change in tax classification from tax opaque to tax transparent will trigger a deemed disposal of the assets and liabilities of the FGR which may result in a Dutch corporate income tax liability. In order to give taxpayers the opportunity to restructure in a tax neutral manner in preparation for the change in the tax classification of FGRs, several facilities are offered. We would advise FGRs that currently qualify as tax opaque and are affected by this proposal to take advantage of the restructuring opportunities in 2024 before the proposed changes take effect from 2025. VBI regime It is proposed that the Dutch exempt investment institution regime (VBI regime) will be limited to entities that are regulated under the Dutch Financial Supervision Act as of 2025. This will eliminate the current possibility of using this exempt regime for Dutch corporate income tax purposes for the investment in private assets. FBI regime It is proposed that Dutch fiscal investment institutions (FBI) will be prohibited from directly owning Dutch real estate. Any FBI directly owning Dutch real estate as of 2025 will be subject to corporate income tax. Any FBI affected by the change in legislation and wishing to avoid such tax obligations will have to complete a necessary restructuring in 2024. During this period, a real estate transfer tax exemption will be introduced for restructurings by FBI to divest any prohibited assets or subsidiaries. Real estate transfer tax on share deals / concurrence exemption From 2025 the so-called concurrence exemption for the acquisition of shares in a real estate company will be abolished (concurrence between VAT and real estate transfer tax). As a result, the indirect acquisition of newly developed real estate will be subject to real estate transfer tax at the new rate of 4%, calculated on the fair market value of the new building or buildings. However, the concurrence exemption remains available if during the first 2 years after the share acquisition the underlying real estate is used for activities that entitle the owner (entity) to recover at least 90% of the VAT. With respect to asset deals, no changes are proposed concerning the concurrence exemption from real estate transfer tax. Environmental measures A number of environmental measures are proposed, the most important of which are an increase in the carbon emissions tax from 2024 and the extension of existing tax incentives (albeit at reduced percentages). In addition, it has been stated that all relevant tax breaks for the 'fossil industry' and their effectiveness have been identified during the last government period. However, due to the caretaker status of the current cabinet, any decisions regarding potential adjustments to these tax incentives will be deferred to the next cabinet. Other tax changes as per 2024 Box 2 tax rates for income from substantial interest As per 2024, the flat rate of 26.9% will be replaced by a general rate of 31%, with a step-up rate of 24.5% applying to the first EUR 67,000 of income from substantial interest. In short, a substantial interest is held if a private shareholder owns 5% of a company (or 5% of a special class of shares). Box 3 – income from savings and investments From 2024, the box 3 tax rate (which applies to income from passive investments) will increase from 32% to 34%. In addition, further guidance has been published on a number of points to determine the relevant tax base for box 3. The introduction of a new box 3 regime based on actual income will be delayed from 2026 to 2027. 30% ruling limited to maximum public sector salary Employees recruited from abroad who have specific expertise that is rare in the Netherlands are offered a favourable tax regime under which 30% of their gross salary can be paid as a net remuneration. From 2024, the application of the 30% ruling will be limited to the maximum salary for the public sector (EUR 223,000 in 2023). For existing 30% rulings with an expiry date after 1 January 2024, a transitional regime will be introduced under which the limit will apply from 1 January 2026. The way forward In the coming months, the 2024 Tax Plan will be discussed in both chambers of Dutch parliament. This means that the proposed measures are subject to change. We will keep you informed of any relevant changes. Please do not hesitate to contact us if case you have any questions.
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CMS European Class Actions Report 2023
Data-driven insights into class action risk across Europe, a key concern for major corporates
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CMS Annual Review of English Construction Law Developments: An International...
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European real estate investment proved volatile in 2022, despite a promising...
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CBAM Implementing Regulation and Extensive Additional Reporting Guidance...
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