Nexxt will continue as a consultancy firm. The transaction follows a strategic repositioning of Nexxt, aimed at separating its consultancy and managed services activities. Managed services are better aligned with an organization such as Previder, where management, continuity and scalability are key.

vanOlde provided tax advice to (the shareholders of) NEXXT and worked closely with JB Law on the transaction.

A great transaction and an excellent collaboration.

Read more (dutch) >>

The post vanOlde congratulates NEXXT and Odin on the recent acquisition of NEXXT’s managed services activities by Odin appeared first on vanOlde.

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.

The post Dutch carried interest rules: recent case law highlights practical risks and opportunities appeared first on vanOlde.

For Boelens de Gruyter, this acquisition aligns with its plans for the continued development of Centrum Schalkwijk into a vibrant and multifunctional urban centre.

We would like to thank all parties involved for the pleasant and constructive collaboration.

Read the press release (in dutch) >>

The post Real estate developer Boelens de Gruyter acquires a large retail property in Haarlem appeared first on vanOlde.

Please find a more detailed overview (including flowchart) of the current (and proposed) classification rules here. Feel free to contact us for a quick check on whether anything needs to be done in the coming weeks.

The post Funds may need to act before 1 March 2026 to avoid Dutch tax liabilities appeared first on vanOlde.

Below, these amendments are discussed in comparison with the current Real Estate Decree.

1. Concepts of “building” and “undeveloped land” – amendment following Lomoco Development

The current Real Estate Decree contains further guidance on the concepts of “building” and “undeveloped land” for VAT purposes.

Building

 Under the former wording of the decree, a building was defined as a structure permanently attached to the land, even if not yet completed. Examples included a partially completed building and a structure forming part of a building yet to be constructed, such as a building foundation (Real Estate Decree 2023, section 3.2.1):

“A structure permanently attached to the land but not yet completed already qualifies as a building for VAT purposes. This includes a partially completed building or a structure forming part of a building yet to be constructed, such as a building foundation.”

Following the judgment of the CJEU of 7 November 2024 (Lomoco Development et al., C-594/23, ECLI:EU:C:2024:942), the amending decree deletes the wording referring to:

“… a structure forming part of a building yet to be constructed, such as a building foundation”.

As a result, the policy position that a foundation or similar structure already qualifies as a building for VAT purposes is explicitly abandoned.

Undeveloped land

In line with this change, the guidance on “undeveloped land” has also been amended (section 4.4.2). Under the former wording, land on which or in which a partially demolished building was present generally continued to qualify as developed land:

“The complete demolition of a building results in undeveloped land. Land on which or in which a partially demolished building is present in principle continues to qualify as developed land for VAT purposes. Undeveloped land exists where a plot of land contains only old piles remaining in the ground which no longer perform any function for a new building to be constructed.”

Under the amending decree, land on which a partially demolished building is present qualifies as undeveloped land if that building no longer performs the function of a building. In addition, land containing only old piles qualifies as undeveloped land, irrespective of whether those piles may serve a function for a new building to be constructed. The new wording reads as follows:

“The complete demolition of a building results in undeveloped land. Land on which or in which a partially demolished building is present qualifies as undeveloped land for VAT purposes if the partially demolished building can no longer perform the function of a building. Undeveloped land also exists where a plot of land contains only old piles, irrespective of whether those piles perform a function for a new building to be constructed.”

As a result of these amendments, read in conjunction with CJEU case law, land will in practice earlier qualify as undeveloped land for VAT purposes.

2. First occupation for VAT purposes

First occupation refers to the first actual and durable use of a building in accordance with its objective intended purpose. Incidental or temporary use for other purposes does not constitute first occupation. The objective purpose of an immovable property may change, for example where the property is durably used for different purposes by the owner or with the owner’s (explicit or implicit) consent.

The current Real Estate Decree stated that factual acts aimed at durable use — such as tenant fit-out works — could already result in first occupation. As expected, this guidance (including an illustrative footnote) has been deleted in the amending decree. Consequently, the performance of fit-out works no longer automatically leads to first occupation.

As the qualification of a building as “new” and the application of the real estate transfer tax concurrence exemption depend in part on the moment of first occupation, this real estate transfer tax concurrence exemption may remain applicable for a longer period. In addition, the amended wording may result in a later commencement of the VAT revision period than previously assumed.

The Ministry of Finance has indicated that the concept of first occupation will be further reviewed in light of case law of the Dutch Supreme Court and the CJEU. Based on the legislative history of the Sixth VAT Directive (Council Directive 77/388/EEC) and CJEU case law, first occupation only occurs when the product leaves the production process and enters the consumption phase. We therefore expect further case law developments at both national and EU level and amendments to the definitions of ‘building’ and ‘first use’ in the Real Estate Decree by the Ministry of Finance.

3. Creation of a newly developed good through renovation

The Real Estate Decree confirms the Supreme Court’s position that only substantial changes to the structural elements of a building may result in a renovation being regarded as the creation of a newly developed immovable property (in wezen nieuwbouw) and has been supplemented by a footnote confirming that the Promo 54 judgment of the Court of Justice of the European Union (C-239/22) does not bring about any change to the criterion developed by the Supreme Court.

Nevertheless, we expect future CJEU case law may still provide grounds for revisiting this approach.

4. Sale-and-construction agreements

Section 4.3 of the Real Estate Decree has been rewritten. The amending decree clarifies the VAT qualification of transactions arising from a sale-and-construction agreement (koop-/aannemingsovereenkomst) that must be treated as a single supply for VAT purposes. New guidance has been added in relation to major renovations and the supply of rights of leasehold.

5. Letting of conference, meeting and exhibition space

Section 5.8.4 clarifies that the existing pragmatic approval regarding the VAT-taxable letting of conference, meeting and exhibition space to many and frequently changing tenants in relation to the VAT option requirements also applies where such space is located within a hotel, café or restaurant business. The decisive factor is that the tenant uses the space exclusively for conference, meeting or exhibition purposes. Other use of the space by the landlord does not preclude the application of the approval.

6. Short-stay accommodation and holiday accommodation – amendment due to abolition of the reduced rate

Section 5.10.2 has been amended following the abolition of the reduced VAT rate for accommodation as of 1 January 2026. The interpretation of the concept of “short-term stay” has been updated accordingly. It is now explicitly stated that where both contractually and in fact the maximum duration of stay does not exceed six months, the stay qualifies as short-term. Where the duration exceeds six months, the burden of proof rests with the landlord to demonstrate that the stay is nevertheless short-term by nature. Recent case law of the Arnhem-Leeuwarden Court of Appeal has also been incorporated.

The post Amendment to the Decree on Immovable Property for VAT purposes (Real Estate Decree) appeared first on vanOlde.

Read the press release >>

The post Real estate developer Boelens de Gruyter acquires property at Buikslotermeerplein appeared first on vanOlde.

• Funds for Joint Account (FGRs)
  To mitigate unintended consequences of the new classification rules, a transitional regime is proposed. Funds that were tax transparent before 2025 may opt to remain transparent until 2028. This offers breathing room while the broader FGR regime is under review.
• Lucrative interest regime
  The lucratief belang rules will be tightened. Box 2 taxation of lucrative interests will increase to an effective rate of up to 36%, and transfers from box 1 to box 2 will no longer allow taxpayers to step up the cost price to fair market value.
• Real estate transfer tax (RETT)
  The RETT rate for investors in residential property will fall from 10.4% to 8% as of 1 January 2026. The 2% rate for owner-occupied homes, the 0% rate for first-time buyers, and the 10.4% rate for non-residential property investors remain.
• New VAT revision rules for real estate services
  As announced on the previous Budget Day, a five-year VAT revision period will be introduced as of 1 January 2026 for certain services pertaining to real estate, including renovations, repairs and maintenance, to the extent these services cost at least EUR 30,000. If property use changes (e.g. from VAT-taxed to VAT-exempt), part of the earlier deducted VAT becomes payable.

The post Dutch Budget Day 2025 appeared first on vanOlde.

Today, the Supreme Court ruled in two key cases (ECLI:NL:HR:2025:1162 & 1163) that Belgian holding companies were not entitled to the Dutch dividend withholding exemption under Article 4(2) of the 1965 Act, due to abuse of law.
Background: The Belgian companies held substantial stakes in Dutch feeder entities for private equity investments, but lacked staff, local presence, or involvement.

Key findings:

• The structures were deemed partially artificial and tax-driven;
• The exemption was rightfully denied under Article 4(3)(c);
• Economic reality and genuine business reasons are essential.

Implications:

• Anti-abuse provisions may apply even where structures have existed for many years;
• Intermediate holdings without involvement face a high bar for exemption
• Taxpayers should be prepared to demonstrate substance and purpose beyond formal ownership.

These judgments raise the bar for foreign holding companies claiming dividend exemptions in the Netherlands.

Full rulings:

https://uitspraken.rechtspraak.nl/details?id=ECLI:NL:HR:2025:1162&showbutton=true&idx=27
https://uitspraken.rechtspraak.nl/details?id=ECLI:NL:HR:2025:1163&showbutton=true&idx=25

The post Tax Newsflash | Dutch Supreme Court confirms narrow scope dividend withholding exemption appeared first on vanOlde.

• Lower tax rate: The current top rate of 49.5% (Box 1) will be reduced to an effective maximum of 32.17% (by lowering the tax base to 65%).
• Deferral of taxation: Instead of taxing employees when shares become tradable, tax will now be due only upon sale of the shares.

The proposed effective date for the new regime is 1 January 2027.

The post Tax Newsflash | The Netherlands lowers ESOP taxation for start- and scale ups appeared first on vanOlde.

Capital vs. Debt – Instruments without an enforceable cash repayment obligation do not qualify as debt, which has tax implications.
Impact on AT1 Instruments and SAFEs – This can have consequences for startups and banks in their choice of financing.

Read our article in NLF-W for more details! (in Dutch)

The post ORA judgment: New tax insights for financial instruments appeared first on vanOlde.