The Netherlands has issued Policy Decree No. 2026-15692 guiding the Minimum Tax Act 2024, including OECD Pillar Two interpretation, entity definitions, excluded entities, covered taxes, the income inclusion rule, safe harbours, and anti-abuse provisions.
The Netherlands State Secretary for Finance issued Policy Decree No. 2026-15692 on the Minimum Tax Act 2024 (Wet Minimumbelasting 2024) on 22 September 2026, which was published in Official Gazette No. 32160 on 25 September 2026, providing extensive legal and practical guidance on the Minimum Tax Act 2024 (Wet minimumbelasting 2024 / WMB 2024).
The WMB 2024 implements the EU Minimum Tax Directive (Directive (EU) 2022/2523) and OECD Pillar Two GloBE Model Rules, ensuring that multinational and large-scale domestic groups with annual consolidated revenue of at least EUR 750 million pay an effective tax rate (ETR) of at least 15%. It establishes clear legal definitions for key corporate structures, government bodies, non-profit entities, and permanent establishments to determine tax applicability and exemptions.
OECD guidance and statutory interpretation
The Decree treats the OECD’s consolidated GloBE Commentary (including administrative guidance through May 2026) as an authoritative source whenever Dutch rules in the WMB 2024 mirror the Model Rules. That follows Recital 24 of the EU Directive, which points Member States to the OECD materials for illustration and explanation.
A Dutch CV that keeps separate financial accounts counts as an entity under Article 1.2(1) WMB 2024. It doesn’t matter that a CV has no duty to file annual accounts with the Chamber of Commerce under Title 9, Book 2 of the Civil Code, because “separate financial reporting” means the data prepared for consolidated financial statements.
Core government bodies are fully outside the WMB 2024 and can’t be group entities or UPEs. That covers the State of the Netherlands, municipalities, provinces, water boards, public profession and trade bodies, Caribbean Netherlands bodies, and foreign governments.
For other state-owned institutions, the Decree borrows two SNA 2008 tests: decisive government control over policy, and operation as a non-market producer (goods or services free or at non-market prices). Taxpayers can use the CBS public register of general government bodies as a practical guide, or ask the Dutch Tax Administration for advance certainty.
Transparent entities, hybrid structures, and non-profits
- Flow-through entities: The WMB 2024 has its own definitions, separate from the Wet Vpb 1969. A flow-through entity (doorkijkentiteit) is either a tax transparent entity or a reverse hybrid. A tax transparent entity is transparent both where it is created and in the owner’s residence state. A reverse hybrid is transparent where it is created but non-transparent in the owner’s residence state. Entities that are subject to Dutch corporate tax (reverse hybrids, or open CVs under pre-2025 rules) still count as flow-through entities for WMB purposes, to the extent their profit is deductible under corporate tax law.
- Non-profit organisations: An organisation must meet cumulative statutory criteria: it operates exclusively for specified public, scientific, or charitable goals, and substantially all its income is exempt from income tax. Separated private estates (APVs) are expressly excluded.
- Public healthcare insurers: Dutch healthcare insurers governed by corporate income tax law qualify as non-profit organisations under Article 1.2(1) WMB 2024, provided they pursue no profit other than for public healthcare. If a parent insurer receives dividends and immediately reinvests or passes them to a subjectively tax-exempt group subsidiary, that meets the non-distribution requirement in Article 1.2(1)(d).
Permanent establishments and excluded entities
- Permanent establishments (PEs): Autonomous rules define four types of PEs for minimum tax ETR calculation purposes, distinct from definitions under bilateral tax treaties. Under Article 1.2(1)(d) WMB 2024, the passive leasing of real estate to third parties (where returns do not exceed normal asset management) does not create a PE in the location state.
- Excluded entities (Article 2.2 WMB 2024): Includes governments, international organisations, qualifying non-profits, pension funds, and UPE investment/real estate vehicles.
- 95% ownership chain test: An entity held at least 95% (by value) by excluded entities can also qualify as an excluded entity. The Decree clarifies that all intermediate entities in the ownership chain must individually qualify as excluded entities, regardless of whether those intermediate entities belong to a group that meets the €750 million threshold.
Covered taxes and income inclusion rule (IIR)
- Covered taxes: The Dutch Pillar Two rules treat income and profit taxes as covered taxes, including corporate income tax, dividend withholding tax, conditional withholding tax on interest, royalties and dividends (Wet bronbelasting 2021), and mining levies.
- BES islands: Taxes that stand in for general profit taxes qualify: the yield tax (opbrengstbelasting), real estate tax (vastgoedbelasting), and government profit shares under the Caribbean Netherlands mining laws.
- Excluded: Taxes charged on gross income or turnover with no deduction for expenses don’t count. Local island surcharges on real estate tax are also out.
- IIR top-up tax allocation: The treatment depends on who the counterparty is. For external acquisitions or disposals (interest bought or sold to a third party during the year), Article 4.2 WMB 2024 requires no separate pro-rata calculation. The consolidated financial statements already capture income only for the period the group owned the entity. For internal transfers between group parent entities in different jurisdictions, the top-up tax is split pro rata between the parents, based on the share of the year each held the interest.
Safe harbours and anti-abuse provisions
The Dutch Minimum Tax Act 2024 (WMB 2024) has four provisions here, all tied to Pillar Two safe harbours.
- CbCR safe harbour anti-abuse: The transitional CbCR safe harbour is denied for reporting years starting on or after 31 December 2024 if the group entered into a structured hybrid arrangement after 15 December 2022. The target is arrangements that exploit mismatches between tax rules and financial reporting.
- Intra-group financing exception (Article 8.8a): Ordinary arm’s-length loans inside a Dutch tax unity (fiscale eenheid) don’t count as a structured hybrid arrangement, provided two conditions hold: the loan eliminates on financial consolidation, and it is treated as debt for both accounting and tax purposes.
- QDMTT safe harbour (Article 8.13): If an eligible QDMTT applies, the top-up tax under the IIR or UTPR drops to nil.
- Incidental non-matching years (Article 8.13(4)(b)): A Dutch group entity with a one-off shortened or extended financial year, caused by a restructuring, liquidation, or incorporation, can keep using local financial accounting standards for its QDMTT calculations without losing the safe harbour. The first two items work as a pair: the anti-abuse rule sets the trap, and the financing exception keeps ordinary tax-unity loans out of it.
Policy Decree No. 2026-15692 entered into force on 26 September 2026.
