24/February/2026

Recent Dutch case law shows that the tax treatment of a ‘lucrative interest’ (in practice often the same as a carried interest) continues to develop and that outcomes may differ significantly depending on both the structure and the court involved.

For internationally operating executives, fund managers and their advisers, two topics currently stand out:

• the application of the roll-through regime (𝘥𝘰𝘰𝘳𝘴𝘵𝘰𝘰𝘵𝘳𝘦𝘨𝘦𝘭𝘪𝘯𝘨), and
• the treaty qualification of lucrative interest income.

In July 2025, the Court of Appeal of Amsterdam (ECLI:NL:GHAMS:2025:1746) denied the application of the roll-through regime for an indirect lucrative interest via a foreign holding company because no “income from a substantial shareholding” is derived. The partial non-resident tax regime (PBBP) caused that the dividend income received from the foreign holding company was not actually taxable in the hands of the manager. By contrast, in December 2025, the Court of Appeal of Den Bosch (ECLI:NL:GHSHE:2025:3625) reached the opposite conclusion in a similar fact pattern. The Court explicitly acknowledged that this interpretation may lead to a situation where no Dutch tax is levied in either box 1 or box 2; an outcome the judges deemed consistent with the legislator’s intent.

Separate from the roll-through discussion, the Court of Appeal of Den Bosch (ECLI:NL:GHSHE:2026:189) also held in January 2026 that dividends and capital gains deriving from a lucrative interest fall under the respective dividend and capital gains articles for tax treaty purposes rather than the employment income article. This outcome deviates from the position of the State Secretary of Finance in the Decree “Lucratief belang in internationale situaties”, which takes the view that the acquisition and value increase of a lucrative interest are so closely connected to an employment relationship (or similar grant) that the income should fall under the employment income article for treaty purposes.

Although the most recent Den Bosch judgments clearly favour the taxpayer — both on roll-through and on treaty qualification — the conflicting case law and the deviation from existing policy mean that the final word has yet to be spoken. Ultimately, clarity will need to come from the Supreme Court.

If you would like to discuss the impact on your structure, feel free to reach out to our M&A tax team. Thijs Poelert & Pim Duteweert.