Holding company in a Dutch VAT fiscal unity: does it count?

A holding company only counts as a member of a Dutch VAT fiscal unity if it is a VAT taxable person. A pure holding that only holds shares and receives dividends is not. A holding that provides management services for a fee is a taxable person in the ordinary sense. And a steering group holding company without its own invoiced services can still be included on request, under the holding resolution. Here are the three situations.

Pure holding: not a taxable person, not a member

A holding company that only holds shares and does not involve itself in managing its subsidiaries is not a VAT taxable person. This follows from settled case law of the European Court of Justice: Polysar (C-60/90, 20 June 1991) and Marle Participations (C-320/17, 5 July 2018). Without taxable status, article 7(4) of the Dutch VAT Act 1968 does not apply, so the holding cannot be designated a member of the fiscal unity, even if it is financially, organisationally and economically interlinked with the group.

The Dutch Supreme Court confirmed this: merely being "involved" without a fee attached does not make a holding company a taxable person (HR 22 March 2002, ECLI:NL:HR:2002:AE0450).

Holding with paid management services: a taxable person, a regular member

If the holding company provides management or executive services to its subsidiaries for a fee, it is a VAT taxable person. This follows from the case law of the European Court of Justice in Cibo Participations (C-16/00, 27 September 2001) and Larentia + Minerva (C-108/14, 16 July 2015). Such a holding can join the fiscal unity on the ordinary grounds of article 7(4) of the VAT Act, provided the three forms of interlinkage are also present. Read the full test in requirements for a Dutch VAT fiscal unity.

The steering group holding: the holding resolution

Between those two extremes sits the steering group holding: a holding that does not invoice separate services, but does fulfil a steering and policy-setting function for the operating companies. For that situation the approval from the holding resolution applies (originally decree of 18 February 1991, no. VB91/347), now included in the Policy Decree on VAT liability and fiscal unity (BWBR0050685, in force since 1 July 2025), section 3.2.1 Holdings.

A group holding that fulfils this steering and policy-setting function can still be included as a member in the request for a ruling, even though it is not itself a taxable person. That argument carries more weight when key directors of the group also sit on the holding's own board.

In its ruling of 11 September 2015, ECLI:NL:HR:2015:2498, the Dutch Supreme Court clarified that it must be established as a matter of fact, and made plausible by the holding, that it fulfils a steering and policy-setting role towards the operating company that goes beyond mere shareholding. Holding shares alone is not enough; there must be a demonstrable steering function, for example through strategic decision-making or group-wide policy lines.

Financial interlinkage: more than 50%, not 95%

All three situations use the same financial interlinkage test as any other member: more than 50% of the shares, including control over them, in the same hands. This is a different threshold from the 95% ownership requirement of the Dutch CIT fiscal unity. A holding that holds 60% of the shares in an operating company can already be financially interlinked for VAT, while the same structure would never qualify as a CIT fiscal unity. See also interlinkage in the VAT fiscal unity.

Consequences of including a holding company

Including the holding as a member has three direct consequences. First, the fiscal unity can deduct input VAT on holding costs, such as acquisition advice or shareholder costs, in proportion to the taxed supplies of the unity as a whole (HR 22 March 2002 above). Second, internal management fees between the holding and the operating company stay outside the scope of VAT, because supplies between members of a fiscal unity are not taxable. Third, the holding becomes jointly and severally liable for the VAT debts of the entire unity, article 43 of the Collection Act 1990. More on this in joint and several liability in the VAT fiscal unity.

How do you motivate this in the request?

Because the VAT fiscal unity has no official form, you prepare a request letter substantiating, per form of interlinkage, why it is met. For a steering holding with no invoiced services, that motivation is the most critical part: you need to spell out what the steering and policy-setting function consists of, for example shared directors, group-wide strategic control or central decision-making authority over the operating companies. In our VAT fiscal unity tool you enter this substantiation yourself in the explanation fields; the tool carries your text into the request letter and warns you when a holding company is not itself a taxable person.

Frequently asked questions

Is every holding company automatically a VAT taxable person?

No. Only a holding that provides services for a fee is a taxable person. A steering group holding is not one itself, but can still be included in the fiscal unity under the Policy Decree.

Do you need to request the holding resolution separately?

No, there is no separate request for the holding resolution itself. In our tool you enter this substantiation yourself in the explanation fields; the tool carries your text into the request letter and warns you when a holding company is not itself a taxable person.

Does the 95% CIT requirement change the VAT test for a holding?

No. The 95% requirement applies only to the CIT fiscal unity. For the VAT fiscal unity, financial interlinkage requires more than 50%, including control. The two tests are entirely separate.