Background

Holding shares is generally not considered a business activity for VAT purposes. Therefore, a holding company that merely holds shares cannot recover VAT on its costs. VAT recovery is also limited on costs related to the acquisition and sale of shares. However, the acquisition, holding and sale of shares is considered a business activity for VAT purposes in the following situations:

  • the holding company is involved in the management of its subsidiary by providing VAT-taxable services;
  • the share transaction is aimed at reorganizing, supporting or extending future business activities; or
  • the shareholding activity constitutes a business activity (which applies for example to stockbrokers).

In practice, the VAT position of a holding company is often a topic of discussion with the Dutch tax authorities. These discussions are fuelled by the current guidelines, which are outdated at some points and are interpreted narrowly by them.

What’s new?

Pro rata impact disposal of shares

The VAT exempt sale of shares by a VAT entrepreneur may (negatively) affect its ‘pro rata’ right to deduct VAT on general costs. Share sale proceeds are often substantial which could thus have a significant impact on the pro rata. The new guidelines clarify that sale proceeds may be excluded from the calculation if the sale of shares is an ‘incidental financial activity’. This is the case where the share transaction is not a core business activity of the seller. Corporates  should therefore benefit from this exclusion. The guidelines also confirm that the sale of a company belonging to the same VAT group as the seller does not impact the VAT group’s pro rata. However, it is explicitly mentioned that the sale proceeds must be included in the pro rata calculation of stockbrokers and businesses involved with private equity.

Definitive end to favourable rules for passive shareholdings

From 1 July 2025, the current VAT guidance for holding companies - the so-called “Holding Decree” - will be revoked. Based on a broad interpretation, the Holding Decree allowed holding companies to fully recover input VAT if they were only engaged in VAT taxed activities, regardless of their shareholding activities. Passive shareholding activities – which usually limit VAT deduction to some extent – are ignored. Because this broad interpretation contradicts EU case law, the Dutch tax authorities disagree and often reassess the input VAT recovered by a holding company in an audit. Holding companies that still rely on the Holding Decree and disregard passive shareholdings for VAT recovery purposes should reexamine their VAT position. If feasible, VAT optimisation measures should be implemented before 1 July 2025. 

VAT grouping for ‘management holding’

A holding company that does not carry out any business activities cannot be part of a VAT group as it does not qualify as a VAT entrepreneur. The new guidelines maintain the option to include such holding companies in a VAT group, provided that a request is filed with the Dutch tax authorities beforehand. The main condition for this option is that the holding company acts as the ‘management holding’ of the group, actively managing and setting the strategies and policies for the group. The continuation of this option is much welcomed in practice, as the management holding company would otherwise not be allowed to recover input VAT despite having a crucial role in the group’s business activities.

Our thoughts

The new guidelines are a long-awaited overhaul of the outdated current guidelines. While the guidelines mostly reiterate and describe familiar points, there are some notable changes. We welcome the clarifications provided by the new VAT guidelines, although some aspects remain unclear. We therefore expect this to remain a topic of discussion with the Dutch tax authorities.

When to take action?

All companies involved in shareholdings and transactions could be impacted by the new VAT guidelines. We recommend that businesses reexamine their shareholding activities, paying particular attention to the following situations:

  1. Holding companies that apply full VAT recovery despite passive shareholding activities;
  2. Any M&A transactions or reorganisations where shares are sold or acquired; and
  3. Passive holding companies acting as ‘management holdings’ may request to be included in a VAT group to secure VAT recovery.

In practice, VAT optimisation measures are often possible if implemented in a timely manner. Please contact our dedicated VAT specialists for advice on your situation.

In our first Winter Course session “Holding companies and Dutch VAT: a new chapter?” on 14 January, our VAT experts Trudy Perié and Li Shao Wu will share their insights on this topic. Please register via this link to attend this online session.