This was a transaction involving two entities belonging to a capital group: a domestic limited liability company and a Belgian NV (naamloze vennootschap, which is a type of joint stock company) subject to local corporate income tax.
First, there would be an exchange of shares, and then a reverse cross-border merger (referred to in Articles 5161 et seq. of the Commercial Companies Code) – through the transfer of all the assets of the acquired company to the acquiring company under the terms of Art. 492 para. 1, no. 1, of the Commercial Companies Code. A reverse merger implies the acquisition of the parent company by the subsidiary company.
There would be tax benefits in the process of doing so. The merger would not result in the creation of taxable income.
