Ending a Dutch CIT fiscal unity (deconsolidation): how it works

A Dutch CIT fiscal unity can end in two ways: by request of the participating companies, or automatically by operation of law. Deconsolidation has immediate consequences for liability, loss carry-over and outstanding intragroup transactions. Here are the rules.

When does the fiscal unity end automatically?

The fiscal unity terminates automatically under article 15 Dutch CIT Act 1969 whenever the requirements are no longer met. The most common situations:

• The parent falls below the 95% threshold by selling or diluting shares (article 15(1) Dutch CIT Act).
• The subsidiary is sold to a third party: the parent no longer holds 95% from the moment of transfer.
• One of the entities transfers its effective place of management abroad.
• A subsidiary changes its legal form to one that is no longer permitted (i.e. no longer a BV or NV).

In all these cases, the unity ends on the day the requirement ceases to be met. No request is needed.

How do you request voluntary deconsolidation?

If you want to end the fiscal unity while still meeting all requirements, you submit a written request to the Belastingdienst. You choose the end date, provided you submit the request in time. Deconsolidation does not take retroactive effect; the chosen date is the date of the request or later.

Example: BV Parent wants to deconsolidate BV Subsidiary as of 1 January 2027 in preparation for a sale. The request must reach the Belastingdienst before that date. Year-end timing is critical: submit the request well before 31 December 2026 to achieve the desired date.

What are the tax consequences of deconsolidation?

Article 15ai: recapture of hidden reserves

If assets were transferred within the fiscal unity at below fair market value, and one of the entities involved leaves the group within six years of that transfer, the hidden reserves on those assets are taxed after all under article 15ai Dutch CIT Act 1969. This is the 15ai recapture rule.

Example: BV A transferred machinery with a book value of € 50,000 and a market value of € 200,000 to BV B intragroup on 1 March 2024. BV B leaves the unity on 1 June 2029, still within the six-year window. The hidden reserve of € 150,000 is taxed on separation. CIT liability: up to € 38,700.

Losses stay with the parent

Losses incurred during the existence of the fiscal unity sit in the parent's tax return. A departing subsidiary does not take those losses. It starts after deconsolidation with its own tax position.

Pre-unity losses of the subsidiary (losses incurred before joining) remain the subsidiary's own losses, but are only available to offset profits it earns itself after leaving the group.

Liability continues for old debts

Deconsolidation does not immediately end liability for CIT debts. Under article 39 Collection of State Taxes Act 1990, the departing entity remains liable for tax debts that arose while it was a member of the unity. This is particularly relevant if the parent or a sister company later runs into financial difficulty.

Timing around year-end

Many deconsolidations coincide with a share sale. Keep the following moments in mind:

• Sale as of 1 January: the subsidiary is a member of the unity until the date of transfer. Profit earned in that year up to the sale date falls into the consolidated return of the parent.
• Mid-year sale: a broken financial year arises for the CIT return. Both parent and subsidiary file returns for a truncated period.
• To deconsolidate as of 1 January, plan the transaction so that the notarial deed is executed by 31 December 2026 at the latest.

Is it always better to keep the unity intact?

Not necessarily. If the reason for the unity (loss offsetting) has disappeared, or if the subsidiary ceases to be a BV or NV, deconsolidation may be preferable. Weigh the 15ai recapture, the loss positions and the liability risks before deciding.

Read more about the drawbacks in Disadvantages of a Dutch CIT fiscal unity. Or go to What is a Dutch CIT fiscal unity? for an overview of the entire regime.

Next step

Considering forming a new fiscal unity? Run the eligibility check first to see whether your group meets the requirements. Also read: How to request a Dutch CIT fiscal unity.