The Dutch State Secretary for Finance published Decree No. 2026-262957 on 6 August 2026, replacing the 2022 framework for corporate split-ups under Article 14a with tighter anti-abuse rules, clearer conditions for tax-deferred transfers, and expanded guidance on loss carry-forwards and retroactive alignment.
The Netherlands has published Decree No. 2026-262957 of 6 August 2026 (demergers) from the State Secretary for Finance on pure demergers on 18 August 2026.
The Decree No. 2026-262957 of 6 August 2026 outlines the Dutch tax policy regarding pure split-ups (corporate divisions) under the Corporate Income Tax Act 1969.
This decree details the updated tax regulations regarding pure divisions within corporate income tax frameworks. It outlines the specific criteria under which a company can transfer its assets and cease to exist without immediately triggering tax liabilities, emphasising tax neutrality or “fiscal silence.”
The decree introduces new standard conditions and procedural guidelines for tax inspectors, clarifying how to handle loss carry-forwards, interest deduction limitations, and foreign tax credits.
Key updates include the removal of outdated provisions and the addition of rules for cooperative profit-sharing scenarios. Ultimately, these measures ensure that the tax claim remains secured while allowing for corporate restructuring through business rationalisation or reorganisation.
Overview of the Decree No. 2026-262957
In a pure split-up, the splitting corporation transfers all its assets and liabilities and ceases to exist. This is legally treated as a transfer, which normally triggers corporate income tax. However, under Article 14a, taxpayers can achieve a tax-deferred split-up if they meet specific criteria.
The Dutch tax authorities have revised the corporate split-up regulations under Article 14a, replacing the 2022 framework with a 2026 decree that clarifies conditions for tax-free roll-overs and closes several loopholes. The new guidance integrates inspector guidelines directly into official text and tightens anti-abuse provisions.
Automatic versus requested deferral
A split-up qualifies for automatic tax-deferred treatment under Article 14a(2) if all participating entities apply identical profit rules, hold no special tax attributes like loss carry-forwards or innovation box claims, and preserve future tax certainty. Where these requirements fail, Article 14a(3) allows companies to file a joint written request to the tax inspector before the civil split-up is completed, seeking approval under negotiated conditions.
Key shifts in the 2026 framework
The revised decree introduces several substantive changes. Internal guidelines previously used only by tax inspectors have been incorporated into the main text without policy shifts, but now with explicit language clarifying that obtaining a decree for Article 14a(3) relief does not protect the anti-abuse test under Article 14a(6), which targets splits designed to avoid or defer tax.
A new Standard Condition 13 standardises approval for cases where the acquiring entity uses the extension-profit regulation (verlengstukwinstregeling under Article 9(1)(f) Wet Vpb 1969), but the splitting entity does not. The decree also expanded what qualifies as transferable tax claims to include carry-forwards of negative profit allocations under Article 20a(1).
The authorities removed obsolete commentary on transitional rules for Article 13ca Vpb 1969, which expired in 2006. Late-filed requests now face a critical limitation: approval is voided if a final, unappealable tax assessment is issued based on a taxed transfer.
Retroactive alignment with financial year
The decree permits companies to retroactively align the tax split-up with the start of the splitting entity’s financial year, provided financial reporting consistently reflects this date across all parties, the civil split-up finalises within 12 months of the financial year start, and no incidental tax benefits are engineered.
The retroactive effect cannot be weaponised to offset profits against entities outside the split-up structure.
