The Netherlands has replaced its 2008 policy on retroactive effect for non-tax-free business contributions, scrapping the registration obligation and the acceptance deadline from 23 October 2026.
The Netherlands has issued Decree No. 2026-18520, the Policy Decree Retroactive Effect for Non-Tax-Free Contribution 2026 (Beleidsbesluit terugwerkende kracht bij ruisende inbreng 2026), replacing the previous decree of 2008. It was issued on 14 October 2026, published in the Official Gazette (Staatscourant) No. 36812 on 22 October 2026, in Dutch only, and applied from 23 October 2026.
The decree sets out income tax rules for contributing a business into a private limited company (bv) or a public limited company (nv) with tax settlement.
What has changed
There are four changes from the 2008 decree:
- Registration obligation removed: Taxpayers no longer need to register a pre-agreement or letter of intent with the Tax Administration.
- Acceptance deadline abolished: The fixed deadline for receiving the formal written acceptance no longer applies.
- New submission method: Requests must be sent by registered mail, using the official cover form.
- Incidental tax advantage defined: Condition B now states that an incidental profit of EUR 100,000 or more during the retroactive period automatically counts as a prohibited incidental tax advantage.
Retroactive effect and conditions
The decree grants policy approval for a preliminary period (vóór-voorperiode) with retroactive effect of up to three months. This also applies to the contribution of qualifying income tax activities under Division 3.4 of the Income Tax Act 2001 (Wet IB 2001).
To qualify, taxpayers must meet six conditions:
- Condition A: Sign the pre-agreement or letter of intent within three months after the desired tax transition date.
- Condition B: Avoid any incidental tax advantage, such as a substantial tax reduction or an incidental profit of EUR 100,000 or more.
- Condition C: Do not claim entrepreneurial tax facilities (ondernemersfaciliteiten) for the preliminary period, except when contributing activities under Division 3.4.
- Condition D: Incorporate the company and complete the contribution within nine months from the start of the preliminary period.
- Condition E: State all facts and circumstances fully and accurately.
- Condition F: Both the taxpayer and the new company must give separate written statements to the tax inspector accepting all conditions.
How to apply
The request and the pre-agreement or letter of intent must be sent by registered mail as soon as possible, and no later than when filing the income tax return for the year in which the preliminary period begins. The tax inspector will notify the applicant of the decision in writing.
Businesses planning a contribution with retroactive effect should check their plans against the six conditions in Decree No. 2026-18520 before applying.
