Corporate real estate

Corporate real estate

In corporate real estate, the focus is on transactions where real estate and companies coincide. This often involves the transfer of shares in companies that hold a large amount or exclusively real estate. Consider, for example, a real estate company. We also assist organizations with building a real estate portfolio, managing a real estate portfolio, and the purchase and sale of real estate.

We have the knowledge and expertise to assume diverse roles: from advisory services to dispute resolution. We have an experienced team of lawyers and legal experts in the field of corporate real estate. Contact us to discuss the possibilities.

Share deal or asset deal: how do you transfer corporate real estate?

Anyone wishing to sell corporate real estate faces a fundamental choice: do you sell the property itself (an asset deal) or the shares of the company in which the property is held (a share deal)? In an asset deal, the property is legally transferred via a notary pursuant to Article 3:84 of the Dutch Civil Code. In a share deal, the buyer acquires the shares, and thereby indirectly the property, but also all the rights, obligations, and risks of the company. This choice has major legal and tax implications. For an international real estate group, the tax structuring weighs differently than for an entrepreneur who has placed their business premises in a separate BV. We clearly map out the advantages and disadvantages of both routes so that you can make an informed decision.

Transfer tax on shares in a real estate company

A common misconception is that transfer tax is never payable on a share deal. That is incorrect. Pursuant to Article 4 of the Tax on Legal Transactions Act, the acquisition of shares in a so-called real estate legal entity is taxed as if the real estate itself were being acquired. This applies when the company's assets consist largely (qualifyingly) of real estate and the buyer thereby acquires an interest of at least one-third. The tax is levied on the fair market value of the underlying real estate; corporate debts may not be deducted in this regard. Since January 1, 2025, the interplay between VAT and transfer tax for new real estate in a share deal has changed: where the exemption for the combination of taxes no longer applies, a reduced rate of 4% may apply instead of the general rate of 10.4%, with transitional provisions for real estate acquired before 2030. We will calculate the scenarios together with your tax advisor so that you are not faced with any surprises.

Due diligence and guarantees in a real estate transaction

Thorough investigation is indispensable when acquiring a real estate portfolio or a real estate company. In a due diligence investigation, we assess, among other things, the ownership situation, easements and qualitative obligations, existing lease agreements, permits, soil and environmental aspects, and any structural defects. Because a share deal generally proceeds without statutory guarantees of conformity, we contractually define the risks in a solid purchase agreement with guarantees (representations & warranties), indemnities, and a proper allocation of known and unknown risks. Furthermore, regarding liability for defects in the property itself, the general rules of sale under Article 7:17 of the Dutch Civil Code (conformity) are relevant.

Real estate within a merger or acquisition

Real estate is the most valuable asset on the balance sheet for many companies. Therefore, in a business acquisition, the treatment of real estate often determines the structure of the entire deal. Sometimes, the real estate is spun off in advance into a separate company (a real estate BV), allowing the company and the property to be sold independently. Our corporate, mergers and acquisitions specialists and real estate lawyers collaborate closely in this regard. This ensures the real estate structure aligns seamlessly with the broader acquisition process. Read more about our guidance on mergers and acquisitions and view the overarching expertise Corporate, Mergers and Acquisitions.

Management and development of a real estate portfolio

Corporate real estate does not end with the transaction. We guide organizations in building and managing a real estate portfolio: from setting up a fiscally and legally appropriate holding structure and drafting lease and management agreements to arranging financing and securities such as mortgage and pledge rights. Whether you are an international real estate fund or a family business looking to sensibly house your own business premises, we help you think about a structure that grows with your company.

Frequently asked questions about corporate real estate

What is the difference between a share deal and an asset deal?
In an asset deal, you purchase the real estate yourself, which is transferred via a notary. In a share deal, you purchase the shares of the company in which the real estate is held, including all associated rights and obligations. The choice has legal and tax implications.

Do I pay transfer tax when buying shares in a real estate BV?
Possibly. If you acquire an interest of at least one-third in a company whose assets consist largely of real estate, transfer tax is levied on the value of the underlying real estate pursuant to the Tax on Legal Transactions Act.

Why is due diligence important in a real estate transaction?
Because a share deal generally proceeds without statutory guarantees of conformity, risks must be identified in advance and distributed contractually through warranties and indemnities in the purchase agreement.

Does MKB Juristen also work for smaller entrepreneurs?
Yes. Our mixed teams of lawyers and in-house counsel work for everyone, from an international real estate group to the baker on the corner who has placed his business premises in a separate limited liability company.