Tax and holding structures
International Tax Planning in the Netherlands for Foreign Groups
Each cross-border flow and the substance behind it, tested against the Dutch rules and the ruling gates before the structure is built.
- Rulings: APA, ATR and the APBI contact point
- Conditional withholding tax 25.8 percent (2024 to 2026)
- Transfer pricing files from EUR 50,000,000 group revenue
Cross-border tax structuring for a Dutch company
We advise foreign founders and groups that use, or plan, a Dutch holding, financing, IP or operating company. Before anything is built, we test each planned payment flow and the substance behind it, including where the plan means using a Dutch BV to hold shares in other companies. In the Netherlands, tax advice is a free profession.
This page covers companies and groups, not a person's own return; annual returns sit with our tax advice service. On pay, one rule: a director-major shareholder is paid at least EUR 58,000 in 2026 (art. 12a Wet LB 1964), and the holding page covers the rest.
What's included
Seven pieces of work, from the first scan to a signed ruling.
Exposure scan
Each payment out of the Dutch company checked for dividend tax, the conditional withholding tax, the applicable treaty and the anti-abuse rules of the corporate income tax act.
Substance analysis
The ruling test, the safe harbour for a foreign recipient, the list for Dutch service entities and tax residence: four tests, analysed one by one and never swapped.
Transfer pricing set-up
Intercompany terms at arm's length and the record of art. 8b(3) Wet Vpb; a master file and a local file once group revenue reaches EUR 50,000,000.
Ruling work
The gates checked first, then an optional pre-filing meeting, the APA or ATR request, and the negotiation through to the settlement agreement (vaststellingsovereenkomst, VSO).
ATAD review
Earnings stripping, acquisition debt, conduit financing, CFC, hybrids and reverse hybrids, and the general anti-abuse rule, applied to an existing or planned structure.
Pillar Two scoping
Whether the group meets the revenue test of the Wet minimumbelasting 2024 (Minimum Tax Act), and which of its three top-up taxes could apply.
Where our work stops
Deeds are executed by a Dutch notaris (civil-law notary). No annual returns, personal tax or audit here, and no director, address with tax work, power of attorney or company sale: those are licensed trust services.
How the engagement runs
Eight steps; where no time is set, the step says so.
Set by lawNo time published
- Engagement and due diligenceUs: directors and UBOs identified firstNo time published
- Exposure scanEach payment flow against the 2026 low-tax listNo time published
- Substance analysisFour tests, each on its own factsNo time published
- Any added entityThe notaris, then the KVKKVK registration within one week (art. 20 Hrw 2007)
- Transfer pricing set-upTerms and the art. 8b(3) record; master and local fileBy the corporate income tax filing deadline, before 1 June for a calendar year
- Optional pre-filing meetingThe first handler; no substantive position takenNo time published
- Ruling request and agreementAPA or ATR to the Behandelteam IFZVSO at most five financial years, up to ten No processing time published
- Running the structureReturns, declarations, files, yearly list checkDividend tax returned within one month
Engagement and due diligence
As a Wwft institution, we identify the directors and UBOs first and take the group chart and transaction plan. No time is published.
Exposure scan
Every payment flow is checked against the 2026 low-tax list, the treaty, the corporate income tax rules and the Pillar Two scope. No time is published.
Substance analysis
Each of the four tests applied on its own facts, never one in place of another. No time is published.
Any added entity
The notaris executes the deed; registration at the KVK, with the UBOs, follows within one week (art. 20 Hrw 2007), at EUR 85.15 per entity in 2026.
Transfer pricing set-up
Terms and the art. 8b(3) record; master and local file by the corporate income tax filing deadline, before 1 June for a calendar year.
Optional pre-filing meeting
With the first handler: the Behandelteam IFZ, the Pillar Two inspector, the MAP team for a bilateral APA, or the APBI. No substantive position is taken at this stage.
Ruling request and agreement
An APA or ATR goes to the Behandelteam IFZ with a draft exchange form (Belastingdienst, ruling). The VSO runs at most five financial years, up to ten. No processing time or fee is published.
Running the structure
Dividend tax returned within one month; the art. 4(11) declaration; withholding tax withheld; files kept current; the list re-checked yearly; substance re-tested before expiry.
Is a ruling available on your group's facts?
Send the group chart and the planned flows; we reply with the gate check before any request is drafted.
When the Belastingdienst gives a ruling
The gates of the ruling decree, in force from 22 December 2023.
- Economic nexus: relevant staff in the Netherlands at group level; no payroll figure published (para. 3(a))
- No ruling where saving tax is the sole or decisive reason (para. 3(b)(i))
- No ruling on direct transactions with entities in listed low-tax states, with carve-outs
- Refused where a director, UBO or 5 percent holder is on the EU sanctions list
- Dismantling exception: refusals (i) and (ii) lift once an avoidance structure is fully dismantled
- The request argues, with reasons, that no para. 3 bar applies (para. 6)
- First substantial investment by a foreign group: the APBI may agree seven taxes in advance
Four substance tests, kept apart
The EUR 100,000 wage cost and the 24-month office belong to two specific lists, not to a Dutch BV's own board and not to the ruling test.
Four tax substance tests, each with its own scope and instrument.
| Test | Where it applies | What it asks |
|---|---|---|
| Ruling (economic nexus) | A Dutch ruling request | Group operations in the Netherlands for its own account and risk, with sufficient relevant staff at group level; no figures published (ruling decree, para. 3(a)) |
| Safe harbour for a foreign recipient | Dutch payments under the conditional withholding tax, measured in the recipient's own state | Eight conditions, including half the decision-empowered board resident there, wage cost of at least EUR 100,000 times the country factor, and an office for at least 24 months (Uitvoeringsregeling bronbelasting 2021, art. 2) |
| List for Dutch service entities | A Dutch company that mainly receives and pays intra-group interest, royalties, rent or lease payments | Ten items, including wage cost of at least EUR 100,000 and an office for at least 24 months; declared in the corporate income tax return (art. 3a, international assistance decree) |
| Tax residence | The Dutch company itself | A Dutch-law body is deemed established in the Netherlands (art. 2(5) Wet Vpb), with named exceptions; otherwise the circumstances decide (art. 4 AWR) |
A director supplied by a provider for a client is a trust service that needs a DNB licence (art. 1, limb a, Wtt 2018).
DutchRegist: Nominee Director in the Netherlands
The rules on directors supplied for a client, set out in full.
Dutch rules a structure is tested against
The 2026 figures that decide each flow. Dividend tax and the conditional withholding tax in depth are on the withholding tax page.
Payments out of the Netherlands in 2026, with the statute behind each row.
| Rule | Rate or threshold | Statute | Source |
|---|---|---|---|
| Corporate income tax | 19 percent up to EUR 200,000, 25.8 percent above; the same rates 2023 to 2026 | Art. 22 Wet Vpb | Wet Vpb; business.gov.nl |
| Dividend tax | 15 percent; no exemption for an artificial arrangement; beneficial owner only; declaration within one month | Art. 4(3)(c), 4(4), 4(11), 5 Wet DB 1965 | Wet DB 1965 |
| Conditional withholding tax | 25.8 percent in 2024, 2025 and 2026 on interest and royalties (since 1 January 2021) and dividends (since 1 January 2024) to an affiliated body in a low-tax jurisdiction, and in abuse cases; dividend tax withheld is credited | Wet bronbelasting 2021; Stb. 2021, 543 | Belastingdienst, withholding tax on interest and royalties |
| Affiliation | In any case above 50 percent of the statutory voting rights; in the statute, influence that determines the body's activities | Art. 1.2(1)(d) Wet bronbelasting 2021 | Belastingdienst; Wet bronbelasting 2021 |
| Low-tax jurisdiction | No profits tax or a rate below 9 percent, or the EU non-cooperative list; 2026: 12 plus 11 states, one list for CFC and withholding tax, reset each year | Art. 1.2(1)(e) Wet bronbelasting 2021 | Regeling laagbelastende staten, 2026 |
| Treaty access | The principal purpose test, chosen under the MLI; 98 treaty countries as at 1 January 2025; checked treaty by treaty | Art. 7 MLI | Kamerstuk 34853 nr. 3; Rijksoverheid |
Anti-abuse rules, transfer pricing tiers, Pillar Two and state charges, 2026.
| Rule | Threshold | Statute | Source |
|---|---|---|---|
| Earnings stripping | Net interest above the higher of 24.5 percent of corrected profit and EUR 1,000,000 is not deductible; carry-forward without time limit | Art. 15b Wet Vpb | Wet Vpb, 2026 |
| Acquisition debt | Interest on affiliated debt tied to dividends, capital moves or an acquisition, unless business motives predominate for both debt and transaction | Art. 10a Wet Vpb | Wet Vpb |
| Conduit rule | Intra-group interest and royalties disregarded where no real risk is run; equity at risk the lower of 1 percent of the loans and EUR 2,000,000 | Art. 8c Wet Vpb | Wet Vpb |
| CFC | Tainted income of a body controlled above 50 percent in a listed state, unless it carries on a substantive economic activity | Art. 13ab Wet Vpb | Wet Vpb |
| Hybrids, reverse hybrids, general anti-abuse rule | No deduction without inclusion; reverse hybrid bodies taxable; non-genuine arrangements disregarded | Art. 12aa, 2(3), 29i Wet Vpb | Wet Vpb |
| Transfer pricing record | Every taxpayer with affiliated transactions, every year | Art. 8b(1), 8b(3), 8bb Wet Vpb | Wet Vpb |
| Master file and local file | Group revenue of at least EUR 50,000,000 in the preceding year; in Dutch or English | Art. 29g Wet Vpb | Wet Vpb |
| CbC notification and report | Group revenue of at least EUR 750,000,000; report within twelve months; fine up to the sixth category | Art. 29c, 29d, 29h Wet Vpb | Wet Vpb |
| Pillar Two | At least EUR 750,000,000 revenue in two of the four preceding years; 15 percent; three top-up taxes | Art. 1.1, 1.2, 2.1(1) Wet minimumbelasting 2024 | Wet minimumbelasting 2024 |
| State charges | KVK EUR 85.15 per added entity (2026); no fee published for an APA, ATR, APBI agreement or pre-filing; notarial deed at the notary's own fee (KVK indication EUR 500 to EUR 1,500); transfer pricing files: no fee; our fee: on request | Art. 5 Financiële regeling handelsregister 2019 | KVK; Belastingdienst |
The Belastingdienst's 2026 page words the interest cap as cumulative; the statute, which governs, says the higher of the two.
DutchRegist: Corporate Tax in the Netherlands
The corporate income tax rates and the tax base, in depth.
Documents for the review and a ruling request
What we ask for first, and what a ruling request must contain.
- Identity documents of the directors and UBOs, for our Wwft due diligence
- The group chart, with the shareholder structure and its history
- Each planned flow: its type, the recipient's state, its interest in the Dutch company
- Group consolidated revenue for the preceding years
- Where each board meets and decides, its members and where they live
- Staff, bank accounts, books, wage cost and office lease of each foreign recipient
- A detailed description of the facts and transactions, with a technical position
- The group's NACE Rev. 2 code, its UBOs and any 5 percent intermediate holding
- For an APA: the master file, functions, assets, risks and the proposed method
- A sanctions declaration and a draft exchange form for cross-border rulings
Problems we solve
- Your provider offers a director, an address and tax planning
A Dutch trust office may not give tax advice (art. 17 Wtt 2018), and supplying a director for a client is itself a trust service. Breach: a category 2 fine, base EUR 500,000. More in the trust offices guide.
- Told your BV needs EUR 100,000 of payroll
Those figures belong to the foreign-recipient safe harbour and the list for Dutch service entities. Neither is the board test of an ordinary BV, nor the ruling test.
- One interest cap or the other?
Net interest is deductible up to the higher of 24.5 percent of corrected profit and EUR 1,000,000. The Belastingdienst's 2026 page reads otherwise; the statute governs.
- Royalties to a listed state: who bears the 25.8 percent?
Where the payer bears it, the payment is grossed up: the Belastingdienst's example needs EUR 134,771 gross for EUR 100,000 net, of which EUR 34,771 is tax.
- A BV managed from abroad
For Dutch corporate income tax, a Dutch-law body is deemed established in the Netherlands, with named exceptions. What a treaty tie-breaker does is checked treaty by treaty.
Does a structure already in place meet the 2026 list and the ATAD rules?
Send the chart and the flows as they run today; we reply with the rules that reach each one.
Why work with us
The question we hear most applies the EUR 100,000 payroll and 24-month office figures to the wrong test; we keep the four tests apart.
Ilse Brouwer, tax, VAT and licensing lead, Amsterdam: ten years on Dutch files; Dutch, English, French.
Our legal position. Tax advisers are Wwft institutions; a trust office may not give tax advice. We are tax advisers, not a trust office or accountants.
Frequently Asked Questions
Can the company that provides my office or director also do my tax planning?
Not if it is a Dutch trust office. Art. 17 Wtt 2018 forbids a trust office to give tax advice, or to serve a client who implements tax advice given within its own group. Acting as director for a client, or supplying an address together with tax work, is itself a licensed trust service.
Will the Dutch tax authority give me a ruling on a structure set up mainly to save tax?
No. Under para. 3(b)(i) of the ruling decree, in force from 22 December 2023, the Belastingdienst does not enter into a ruling where saving Dutch or foreign tax is the sole or decisive reason for the transactions. The request itself must argue, with reasons, that no such bar applies.
What substance does my Dutch company need to get a ruling?
Economic nexus: the requester belongs to a group with business operations in the Netherlands, carried on for its own account and risk, with sufficient relevant staff in the Netherlands at group level (para. 3(a) of the ruling decree). The decree publishes no payroll or office figure for this test.
What substance does a foreign holding need so that Dutch payments to it are not caught?
The safe harbour of the Uitvoeringsregeling bronbelasting 2021 sets eight conditions, measured in the recipient's own state. Among them: at least half the decision-empowered board resident there, board decisions and books kept there, wage cost of at least EUR 100,000 times the country factor, and an office available for at least 24 months.
Is my ruling made public?
An anonymised summary of every ruling with an international character is published, and also where the talks did not lead to a ruling (para. 4 of the ruling decree). The ruling is also exchanged with other states, through the template for the exchange of cross-border rulings.
What does international tax planning in the Netherlands cost?
Our fee is on request: it depends on the group, its flows and whether a ruling is sought. The Belastingdienst publishes no fee for an APA, an ATR or an APBI agreement. The KVK charges EUR 85.15 for each entity a structure adds (2026), and a notary charges its own fee for any deed.
What is withholding tax in the Netherlands?
Two taxes. Dividend tax at 15 percent (art. 5 Wet DB 1965) on distributions. And the conditional withholding tax at 25.8 percent in 2024 to 2026 on interest, royalties and dividends paid to an affiliated body in a low-tax jurisdiction, or in certain abuse situations; dividend tax withheld is credited against it.
Which countries are low-tax jurisdictions for 2026?
Low-tax limb: Anguilla, Bahamas, Bahrain, Bermuda, British Virgin Islands, Guernsey, Isle of Man, Jersey, Cayman Islands, Turkmenistan, Turks and Caicos Islands, Vanuatu. EU limb: US Virgin Islands, American Samoa, Anguilla, Fiji, Guam, Palau, Panama, Russian Federation, Samoa, Trinidad and Tobago, Vanuatu. The list is reset each year.
Can my structure still use Dutch tax treaties?
Yes, subject to the principal purpose test, which the Netherlands chose under the MLI: a treaty benefit is denied where obtaining it was one of the principal reasons for the arrangement, unless granting it accords with the object and purpose of the provision. Whether a given treaty is modified is checked treaty by treaty.
How much interest can a Dutch BV deduct?
Net interest is deductible up to the higher of 24.5 percent of corrected profit and EUR 1,000,000 (art. 15b Wet Vpb); the excess carries forward without time limit. The acquisition-debt rule of art. 10a applies on top, and intra-group interest without real risk can be disregarded under art. 8c.
Does the Netherlands have CFC rules?
Yes. Art. 13ab Wet Vpb includes the tainted income of a body controlled more than 50 percent in a listed state, pro rata, unless it is distributed before year end. The rule is off where the body carries on a substantive economic activity, where its income is mainly not tainted, or for a financial undertaking.
Do I need transfer pricing documentation for a small group?
Every taxpayer with affiliated transactions records how its transfer prices were set (art. 8b Wet Vpb). Master and local files apply from EUR 50,000,000 group revenue, and the CbC report from EUR 750,000,000. Small enterprises in the art. 2:396 BW sense may get Belastingdienst help with comparables for an APA.
Does Pillar Two apply to my company?
Only to groups with consolidated revenue of at least EUR 750,000,000 in at least two of the four preceding reporting years, multinational or domestic (art. 2.1(1) Wet minimumbelasting 2024). The minimum rate is 15 percent, reached through three top-up taxes: domestic, income inclusion and undertaxed profits.
I am a foreign company making a first investment in the Netherlands. Is there one contact point?
Yes, the APBI, part of the College IFZ. For a potential foreign investor considering a first substantial investment that creates Dutch jobs, it may agree in advance corporate income tax, dividend tax, withholding tax, minimum tax, income tax, wage tax and VAT, recorded in a settlement agreement.
Do the Dutch have a 75% income tax?
No. Income from a substantial shareholding, box 2, is taxed at 24.5 percent up to EUR 68,843 and 31 percent above in 2026 (art. 2.12 Wet IB 2001). This page covers companies and groups, not a person's own return; how profit reaches the shareholder is set out on the holding company page.
Request a structure review
Send the group chart and the planned flows; we reply with the scope of the review. Pricing on request.