The consultation ends on 1 December 2025.
The Netherlands Ministry of Finance initiated a public consultation on 20 October 2025 on a draft legislation outlining tax-related accompanying measures for cross-border transactions.
The proposed rules concerning cross-border business conversions are expected to take effect on a date to be determined by Royal Decree.
The consultation proposes to expand and modernise the provision in the Corporate Income Tax Act 1969, which regulates the consequences for corporate, income, and dividend tax of a civil-law conversion of legal entities. This, among other things, meets the practical need for tax support measures for the Act implementing the Directive on cross-border conversions, mergers, and demergers.
This legislative proposal outlines amendments to several Dutch tax laws, specifically the Corporate Income Tax Act of 1969, the Income Tax Act of 2001, and the Dividend Tax Act of 1965, concerning cross-border conversions of legal entities.
The core purpose of the changes is to treat a legal entity’s conversion into a different legal form—whether under Dutch, foreign, or EU law—as a liquidation and subsequent re-establishment for tax purposes, unless specific exceptions apply. These exceptions generally exempt conversions where the entity retains a similar, taxable legal form afterwards, such as transforming into a limited liability company or a cooperative.
Interested parties can submit comments until 1 December 2025.
