Disadvantages and risks of a Dutch CIT fiscal unity

A Dutch CIT fiscal unity has real benefits, but also real risks. The most significant are joint and several liability for corporate tax debts and losing the low tax rate bracket per entity. Below are the four drawbacks that matter most in practice, with concrete examples.

Does the 19% low-rate bracket become a disadvantage?

Yes, for groups with multiple profitable entities. In 2026, a standalone BV pays 19% corporate income tax on the first € 200,000 of profit (article 22 Dutch CIT Act 1969). Above that, the higher rate of 25.8% applies. Within a fiscal unity, that low rate applies only once to the entire group.

Example: BV Parent and BV Operating Company each earn € 200,000. Without a fiscal unity, both pay 19% on € 200,000, a total of € 76,000 CIT. Within the fiscal unity, combined taxable profit is € 400,000. The first € 200,000 falls under 19%, the remaining € 200,000 under 25.8%. Total tax: € 89,600. Difference: € 13,600 disadvantage per year.

This drawback grows larger the more entities would each independently stay below the € 200,000 ceiling.

What is joint and several liability (article 39 Collection of State Taxes Act 1990)?

Every company that forms part of the fiscal unity is jointly and severally liable for the CIT debts of the entire group under article 39 of the Invorderingswet 1990. This applies even after leaving the group, for debts that arose during membership.

Practical example: BV A, BV B and BV C form a fiscal unity. BV B goes bankrupt. The tax authority can recover the outstanding CIT assessment of the entire group from BV A or BV C, even if the liability was in fact caused by BV B's activities.

This risk is manageable through internal contribution agreements, but it requires a deliberate decision. Banks and investors regularly ask about it during due diligence.

What is the article 15ai recapture on asset transfers?

Article 15ai Dutch CIT Act 1969 contains a recapture rule that is often underestimated. If assets are transferred within the fiscal unity at a value below fair market value, and the receiving or transferring entity leaves the group within six years of that transfer, a deemed disposal occurs: the hidden reserves are taxed after all.

Example: BV Parent transfers a property with a book value of € 300,000 and a market value of € 800,000 intragroup on 1 January 2025. Fiscally neutral within the unity. If BV Subsidiary leaves the group on 1 September 2030 (still within six years), the hidden reserve of € 500,000 is taxed at separation. CIT liability: up to € 129,000.

The rule also applies if the transfer took place before the unity was formed and the asset was then transferred intragroup again. Always track the six-year clock for asset transfers.

Loss carry-over after separation

Losses that arose during membership of the fiscal unity remain with the parent after a subsidiary leaves. The leaving subsidiary does not take those losses with it. Conversely, pre-unity losses of a subsidiary can only be used again after it has left the group, and only against its own profits.

This can produce unexpected outcomes in a sale. If you plan to sell a subsidiary that had losses before joining the unity, those losses are not available to the buyer after the sale.

When do the benefits still outweigh the drawbacks?

The fiscal unity is beneficial when loss offsetting structurally saves tax, or when intragroup transactions are frequent and the neutrality is valuable. If all entities are profitable and each would independently stay well below € 200,000, a standalone structure may sometimes be preferable.

Read more about the benefits in Benefits of a Dutch CIT fiscal unity.

Next step: check your group

Want to know whether your group qualifies? Run the eligibility check. Unsure about the tax trade-off? Consult a tax adviser before filing. Also read: Ending a fiscal unity: how separation works and What is a Dutch CIT fiscal unity?.