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WDP

Corporate governance and structures

 

3. Structures abroad

In order to manage its foreign property assets optimally, WDP Comm. VA has created subsidiaries in various European countries:


France

  • Etablissement stable WDP, Rue Cantrelle 28, 36000 Châteauroux.
  • WDP France SARL, Rue Cantrelle 28, 36000 Châteauroux.

 

Netherlands

  • WDP Nederland BV, Postbus 78, Gebouw C, 2740 AB Waddinxveen.
  • Royvelden Vastgoed, Postbus 78, Gebouw C, 2740 AB Waddinxveen.

 

Romania

  • WDP Development RO, Baia de Arama no. 1, sector 2, Bucharest, a 51-49 joint-venture with entrepreneur and Romania specialist Jeroen Biermans.

 

Czech Republic

  • WDP CZ sro, Hvězdova 1716/2b, 14078 Prague.


    The group’s companies share various characteristics.

  • The company structure is the local equivalent of a private limited liability company (BVBA).
  • WDP has a 100% stake in all the companies abroad except for the WDP Development RO joint-venture (51%), apart from a single share held by De Pauw NV, owing to the prohibition of 100% shareholding.
  • Subsidiaries’ results are subject to local corporate taxation, except WDP France, which benefits from SIIC status, providing exemption from corporate taxation and capital gains tax. More information on the SIIC status is available on our website www.wdp.be.
  • Net profits can be distributed to WDP, so that exemption from tax deduction at source can be claimed on the grounds of parent-subsidiary legislation. The profits of foreign subsidiaries are included in the consolidation, after deduction of depreciation on the property and deferred taxes payable on capital gains.
  • The companies are managed by the Belgian management. Bookkeeping and administration are undertaken by local accountancy firms:
    • for France: Barachet, Simonet, Roquet, in Châteauroux;
    • for the Netherlands: FSV administratieve dienstverlening, in Zaltbommel;
    • for Romania: Mattig Petrescu & Partners, in Bucharest;
    • for the Czech Republic: KŠD ŠŤOVÍČEK Economic Services in Prague.
  • The financing strategy: in principle, WDP’s foreign investments are financed as far as possible with foreign capital, as these companies are subject to local corporate tax – unlike WDP Comm. VA in Belgium, which is a closed-end investment company, and WDP France, which has SIIC status. This financing is arranged through a combination of bank loans and market-based, direct or indirect subordinated group loans between WDP Comm. VA and the various subsidiaries.

 

In the choice between these financing methods, the effect of this financing on the consolidated debt rate of WDP (the maximal debt rate that is to be respected on the consolidated level amounts to 65% in accordance with Article 52 §1 of the Royal Decree of 10 April 1995 regarding cepics) is always taken into account. On the consolidated level, the deferred group loans do not affect the group’s debt rate, but where bank loans are concerned, the effect on the consolidated debt rate should always be examined.


In applying this financing strategy (next to the debt rate), two important tax principles that vary from country to country must be taken into account:

  • the rules regarding companies’ thin capitalisation obligation;
  • the percentage of withholding tax charged on interest for group loans paid to the country of origin.

 

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