Proposed transactions
BV, which is a private limited liability company under Dutch law, will convert into a Dutch cooperative ("DC") pursuant to the Dutch Civil Code. By virtue of the execution of the notarial deed effecting the conversion before a notary, DC will be regarded as a legal entity under the Dutch Civil Code that continues to exist separate and apart from its shareholders. On the conversion of BV into DC, the issued share capital of BV will be cancelled and its shareholders (Holdco and Newco) will automatically become members of DC holding membership interests proportionate to their respective shareholdings in BV immediately before such conversion.
Ruling
The cancellation of the shares in the capital of BV on the conversion in exchange for the issuance of the membership interests in DC will occur on a tax-deferred basis under s. 86(1).