Netherlands: Proposed changes to legal forms, possible tax implications

Netherlands: Proposed changes to legal forms

An internet consultation concerns a proposal that would affect the legal form of conducting business.


The proposal was introduced because the current qualification policy often causes international mismatches.

Under the proposed changes, purely domestic situations in which there are no mismatches would also be affected—in particular, open limited partnerships (open commanditaire vennootschappen) and mutual funds (fondsen voor gemene rekening). As proposed, beginning 1 January 2022, open limited partnerships would be transparent. Whether mutual funds will be open or closed under the new rules would depend on the new legal criteria that would apply.

The proposal may have implications for:

  • Existing investment structures in which a fund has the status of fiscal investment institution (fiscale beleggingsinstelling)
  • Structures that were set up in connection with the ultimate beneficial owner (UBO) register
  • In order to invest Box 3 investment capital in Box 2

If a legal form is qualified differently, this could in principle result in tax claims having to be settled. However, transition rules would offer opportunities for avoiding the settlement of these tax claims. In some instances a restructuring would be required (and that would have to take place in 2021).

Read a March 2021 report prepared by the KPMG member firm in the Netherlands that examines the main features of the consultation proposal. 

© 2022 KPMG LLP, a Delaware limited liability partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved.

For more detail about the structure of the KPMG global organization please visit

The KPMG name and logo are trademarks used under license by the independent member firms of the KPMG global organization. KPMG International Limited is a private English company limited by guarantee and does not provide services to clients. No member firm has any authority to obligate or bind KPMG International or any other member firm vis-à-vis third parties, nor does KPMG International have any such authority to obligate or bind any member firm. The information contained herein is of a general nature and is not intended to address the circumstances of any particular individual or entity. Although we endeavor to provide accurate and timely information, there can be no guarantee that such information is accurate as of the date it is received or that it will continue to be accurate in the future. No one should act on such information without appropriate professional advice after a thorough examination of the particular situation. For more information, contact KPMG's Federal Tax Legislative and Regulatory Services Group at: + 1 202 533 4366, 1801 K Street NW, Washington, DC 20006.

Connect with us