On 2 September 2025 the Dutch Tax Authorities released a new Q&A document on the Minimum Tax Act 2024 (Wet minimumbelasting 2024). This act is the Dutch implementation of the OECD’s Pillar Two rules, designed to ensure a global minimum tax of 15 percent for multinational groups with revenues of at least 750 million euros.
The Q&A is non-binding and purely informative. It provides clarifications on how the new rules should be applied, but it does not create legally enforceable rights. The guidance will be updated over time and should be seen as a dynamic reference tool. For binding certainty, taxpayers must request a formal ruling through prior consultation.
Accounting standards and the top-up tax
A central issue is which accounting standards qualify as a basis for the calculation of the Qualified Domestic Minimum Top-Up Tax (QDMTT).
- Dutch GAAP and IFRS-EU (IFRS as adopted by the EU) are both accepted.
- IFRS issued by the IASB but not endorsed by the EU is not accepted.
This distinction is crucial for groups with mixed reporting frameworks. Where both Dutch GAAP and IFRS-EU are used by different Dutch entities, Dutch GAAP must be used to ensure consistency. From 2025 onwards, a tie-breaker rule will apply: each Dutch entity will use the reporting standard it normally applies. For 2024, a transitional OECD safe harbour allows reliance on IFRS-EU where available.
Earn-out obligations and excluded equity gains or losses
The Q&A also addresses earn-out obligations linked to acquisitions.
- If the fair value of an earn-out changes after acquisition and this change is reflected in the accounts, it qualifies as an excluded equity gain or loss under Article 6.2 of the Wmb 2024.
- This treatment applies unless the shareholding qualifies as a portfolio interest (less than 10 percent).
This is consistent with the OECD model rules and commentary.
International aspects and hybrid situations
The Q&A clarifies how Dutch rules interact with foreign regimes:
- A reverse hybrid entity (transparent in the US but opaque in the Netherlands) will be considered a reverse hybrid for Dutch purposes.
- GILTI and Subpart F income are regarded as standard controlled foreign company rules. No special allocation is required under Dutch Pillar Two.
Dividend taxes and allocation
Another clarification concerns dividend taxation. Covered taxes on dividends, including withholding tax, are allocated to the distributing entity, not to the receiving shareholder. This allocation directly impacts the effective tax rate calculation under Pillar Two.
Prior year corrections
Uncertainty remains around prior year adjustments made after the GloBE Information Return (GIR) has been filed. The Dutch authorities note that additional OECD administrative guidance is expected on this point.
Compliance and reporting obligations
Although no separate registration is required, the compliance burden is significant:
- All in-scope groups must file a GloBE Information Return (GIR) electronically.
- Filing deadline: 15 months after year-end, extended to 18 months for the first reporting year.
- Where a top-up tax is due, a separate return must also be filed.
- Filing deadline: 17 months after year-end, extended to 20 months for the first reporting year.
- The safe-harbour regime does not remove the obligation to file a GIR.
- Transfer pricing adjustments must be included, although small intra-group transactions below 35 million euros may be excluded from GIR reporting.
Broader context
The Minimum Tax Act 2024 came into force on 31 December 2023, introducing three mechanisms:
- QDMTT (from 2024),
- Income Inclusion Rule (IIR) (from 2024),
- Undertaxed Profits Rule (UTPR) (from 2025).
The Dutch legislation closely follows the EU directive and the OECD framework. It applies to large groups exceeding the 750 million euro threshold and ensures that each jurisdiction reaches the 15 percent minimum effective tax rate.
The government has confirmed that future OECD administrative guidance will be integrated into Dutch law, ensuring alignment with international practice.
Closing thoughts
The new Q&A is a valuable tool for multinationals, tax professionals, and investors navigating the first years of Pillar Two implementation in the Netherlands. It highlights practical challenges around accounting standards, earn-out obligations, and reporting requirements. At the same time, it reinforces that binding certainty can only be obtained through a ruling.
For groups operating in multiple jurisdictions, the Q&A shows how local details can significantly affect outcomes. The Dutch authorities’ approach underlines that the global minimum tax is not just a theoretical framework, but a complex compliance regime with real operational and financial consequences.
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