Tax planning for a Dutch holding structure

The government's business portal names the practical costs: at least two BVs to set up and keep, more administration and annual accounts, and intercompany payments to record. On the tax side, the structure must keep passing its tests at every distribution: the participation exemption, the recipient's state against the year's list, and the substance behind any exemption.

No. It applies from 5 percent of nominal paid-up capital, but a passive or group-finance subsidiary can be an investment participation and lose it unless it passes the subject-to-tax or asset test (art. 13 Wet Vpb). Only a liquidation loss on a participation is deductible, capped at EUR 5,000,000 unless the statutory exception applies (art. 13d).

For corporate income tax, a BV incorporated under Dutch law is always deemed established in the Netherlands. The fiction does not apply to, among others, the articles on the participation exemption, liquidation loss and fiscal unity, where the BV's actual establishment counts (art. 2(5) Wet Vpb). What that means for your board is a question for the review.

Two tests apply to two entities. A ruling needs sufficient relevant staff in the Netherlands at group level. The dividend-tax safe harbour looks at the foreign recipient in its own state: eight conditions, including wage cost of at least EUR 100,000 times the country factor and an office for at least 24 months. We plan both; you hire and lease.

Yes, but where the parent is affiliated (in any case above 50 percent of the votes) and sits in a state on the 2026 list, the conditional withholding tax is 25.8 percent. Dividend tax is credited, so the burden is 25.8 percent, not 40.8. Jersey, the British Virgin Islands and Panama are on the list, which is fixed per year.

No. Acting as director, nominee or general attorney-in-fact, or supplying an address together with tax or accounts work, are trust services that need a DNB licence under the Wtt 2018, and a trust office may not give tax advice (art. 17 Wtt 2018). Your group appoints its own board; we plan the substance around it.

Two taxes. Dividend tax at 15 percent (art. 5 Wet DB 1965), exempt for a qualifying EU, EEA or treaty-state parent that passes the anti-abuse test, with a declaration within one month of the distribution. And the conditional withholding tax at 25.8 percent on dividends, interest and royalties paid to affiliated recipients in listed states.

Net interest up to the higher of 24.5 percent of corrected profit and EUR 1,000,000, with the excess carried forward without time limit (art. 15b Wet Vpb). Interest on related-party debt that funds a dividend or an acquisition has its own test (art. 10a), and back-to-back loans run without real risk are disregarded (art. 8c).

An APA or ATR comes from the College IFZ of the Belastingdienst, only where the group has operational activity and relevant staff in the Netherlands, and is refused where saving tax is the decisive motive. It runs at most five financial years, up to ten with a mid-term evaluation. No state fee is published; our fee is on request.

Yes, at every size. Each company prices intra-group transactions at arm's length and records how (art. 8b Wet Vpb). A master file and local file are required from EUR 50,000,000 consolidated group revenue in the preceding year, and a country-by-country report from EUR 750,000,000, filed within twelve months after the reporting year.

Yes. When a company stops being Dutch-resident, assets whose gains leave the Dutch tax base are deemed disposed of at market value (art. 15c and 15d Wet Vpb). In an EU or EEA case the tax can be paid in five equal annual instalments, requested with the return; security may be required.

Only groups with consolidated revenue of at least EUR 750,000,000 in two of the four preceding years are in scope, at a 15 percent minimum rate. They file a GloBE information return, or a WMB notification where it is filed abroad, within 15 months (18 for the transition year), and the top-up tax return and payment within 17 months (20).

Yes, as a fiscal unity, where the parent holds at least 95 percent and both are actually established in the Netherlands, since the incorporation fiction does not reach this article. The unity starts no earlier than three months before the request (art. 15(1) and 15(9) Wet Vpb). We prepare the request to the Belastingdienst.

For corporate income tax, membership of a cooperative is a participation with no percentage test. Since 1 January 2018, though, a membership right of at least 5 percent brings the cooperative's distributions into dividend tax. Both forms carry conditions; which one fits a group is a question for the review, not for this page.