The 95% ownership requirement for a Dutch CIT fiscal unity

Many business owners assume they meet the ownership requirement as soon as the parent holds 95% of the shares. That is not always enough. The ownership requirement has five dimensions, and you must exceed 95% on all of them.

The five dimensions

Article 15(1) of the Dutch CIT Act 1969 requires the parent to hold at least 95% of:

• Nominal paid-up capital (legally and economically)
• Voting rights
• Profit entitlement
• Net asset entitlement on liquidation

A shareholder can legally own 100% of the shares but hold only 80% economically, for example due to a profit-sharing arrangement with a third party. In that case, the ownership requirement is not met.

Common misconceptions

Misconception 1: preference shares do not affect the calculation

If the subsidiary has preference shares held by a third party, this can push the parent's economic ownership or profit entitlement below 95%. Check the articles of association and the share structure carefully.

Misconception 2: certificering via a STAK is neutral

If the shares are certificated through a trust office (STAK), the parent holds certificates, not the underlying shares. This blocks legal ownership. The Dutch Supreme Court confirmed this in BNB 1995/146: a STAK structure prevents the formation of a fiscal unity.

Misconception 3: indirect ownership via a holding always counts

Does the parent hold shares via an intermediate holding? That works, but only if the intermediate holding is also included in the fiscal unity request. If it is not included, the indirect ownership does not count toward the threshold.

When do you qualify?

You qualify when the parent holds at least 95% on all five dimensions, and the shares are not certificated via a STAK.

Example: BV Parent holds 97% of the ordinary shares in BV Subsidiary. There are no preference shares. The parent has full control. Voting rights, profit rights and asset rights are proportional. In this case the ownership requirement is comfortably met on all five dimensions.

Check your situation

Use our eligibility check as a starting point. Unsure about a specific share structure? Consult a tax adviser.