Dividend withholding tax is a direct tax is levied from those who are entitled to income from shares in, profit participating certificates of and loans as meant in article 10, first paragraph, letter d, of the Corporate Income Tax Act 1969 to NV's, BV's, taxable limited partnerships (also referred to as "open limited partnerships" - Dutchtax.net) and other companies with an equity wholly or partly divided into shares which are resident in the Netherlands. (art. 1 Dividend Withholding Tax Act (DWT)), including taxable mutual investment funds.
A mutual investment fund is taxable if the participations in the fund are evidenced by freely transferable certificates of participation. The certificates of participation are treated as freely transferable if they can be transferred without the permission of all the participants, provided that, if a transfer can only be made to the mutual investment fund itself or to certain close relatives of a participant, such certificates are not treated as being freely transferable (art. 2'2 Corporate Income Tax Act (CIT)).
See our detailed memorandum for further details on this and the following chapters
The following payments by a company qualify as taxable distributions (art. 3'1 DWT):
See our detailed memorandum for further details on this and the following chapters
The compensation paid on profit sharing loans is subject to dividend withholding tax, if the loan is qualified as equity for corporate income tax purposes; which is generally the case if more than 50 percent of the compensation is profit sharing and the loan is extended for a period of more than 10 years in total. We refer to our memorandum on profit sharing loans for further information.
The redemption of shares with the purpose of fulfilling the liabilities under a stock option towards an employee of a company (ACo) or a company related to ACo is treated as a temporary investment until three months after the liabilities under the stock option expired (i.e. no dividend withholding tax becomes due until that time). Thereafter, the shares are deemed to have been repurchased at that time at the fair market value of the shares then.
See our detailed memorandum for further details on this.
A non-resident person has a substantial interest in company resident in the Netherlands if it, directly or indirectly:
The rights of enjoyment to shares or profit sharing certificates as well as participations in mutual investment funds can qualify towards holding a substantial interest (art. 4.3'1 and 4.5'1 ITA2001).
The income a corporate shareholder receives from a substantial interest in a Dutch company is subject to corporate income tax at 34.5 percent, unless that interest forms part of the assets of a business enterprise of the shareholder. The income from a substantial interest does not only include dividends received and capital gains realised, but also income and gains from loans to a company in which a substantial interest is held (art. 17a'c CIT).
See our detailed memorandum for further details on this.
If a company (ACo) wants to acquire another company (BCo), it can do so by issuing its own shares to the shareholders of BCo in exchange for their shares in BCo (a share merger). For dividend tax purposes, the BCo shareholders are deemed to have contributed to ACo only that which has been treated as being contributed to BCo (art. 3a DWT). For example, if the sole shareholder of BCo originally contributed 100 to BCo and if BCo accumulated 900 in profit reserves at the time of the share merger, the amount contributed to BCo for dividend withholding tax purposes is only 100. The reason for this is that the Dutch authorities want to prevent taxpayers from turning distributable profit reserves with a potential dividend tax liability into tax free contributed share capital.
See our detailed memorandum for further details on this and the following chapters
The most important exemptions from dividend withholding tax are:
If ACo distributes a dividend to BCo, then BCo does not need to withhold dividend tax on this profit distribution, if the dividends are exempt from corporate income tax in the hands of ACo under the participation exemption. This also applies to the proceeds from profit sharing certificates or profit sharing loans, provided that the participation exemption is also applicable to those proceeds. This exemption from dividend withholding tax is not applicable if the participation does not form part of the assets of ACo's business in the Netherlands, or if ACo is not the ultimate beneficiary (art. 4 DWT). A definition of "ultimate beneficiary" is given hereafter under the discussion of the dividendstripping rules.
See our detailed memorandum for further details on this.
No withholding is required in case a Dutch company (ACo) distributes dividends to a company (BCo) in another member state of the EU, if the EC Parent/Subsidiary Directive (nr. 90/435/EEC) is applicable. This exemption applies with regard to proceeds from shares, profit sharing certificates and profit sharing loans. The Parent/Subsidiary Directive applies if the following conditions are met:
unless BCo would not have been entitled to a reduction of dividend withholding tax under a tax treaty between the country of residence BCo and the Netherlands due to anti-abuse measures in that treaty(art. 4a'1 DWT).
If BCo is resident in an EU member state with which the Netherlands has concluded a tax treaty which provides for a reduction of dividend withholding tax on the basis of the amount of voting rights owned in the company distributing the profits (e.g. the UK), then BCo must own at least 25 percent of the voting rights in ACo instead, in order to qualify for the benefits of the Directive (art. 4a'2 DWT).
ACo must provide the tax inspector with details about BCo within one month after the profit distribution. The required details are BCo's name, address and BCo's interest in ACo (par value of shares or voting rights respectively). ACo must also declare that the above conditions are satisfied (art. 4a'4 DWT).
See our detailed memorandum for further details on this and the following chapters.
It may sometimes be desirable for a company (ACo) to redeem part of its issued and outstanding share capital, for example because it has large excess cash reserves which depresses its average return on equity ratio. As described here above, the redemption of shares generally leads to a dividend withholding tax liability which may deter ACo from redeeming part of its shares when it is commercially necessary. In order to provide relief in these situations a special exemption has been introduced to facilitate such redemptions.
The following conditions apply (art. 4c DWT):
See our detailed memorandum for further details on this and the following section.
At their request, legal persons which are resident in the Netherlands and are exempt from Corporate Income Tax (e.g. foundations not running a business enterprise and certain pension funds) can get a refund of the dividend withholding tax withheld from it during a calendar year, provided that this exceeds Euro 23. No refund is available if the relevant legal person is not the ultimate beneficiary of the dividend received. See hereafter under point 4, "Dividendstripping".
The request is made by filing a return within a period to be determined by Ministerial Decree. See our detailed memorandum for further details on this and the following chapters.
Dividend withholding tax is levied by way of a withholding on the distribution which must be transferred to the tax authorities. The tax rate is 25 percent (art. 5'1 DWT), which is often reduced under tax treaties.
If the taxes are for the account of the company liable for the proceeds, then the tax is calculated by multiplying the proceeds by 100/75 (art. 6'1 DWT). E.g. if a net dividend of 100 is to be paid to the shareholders, the distributing entity would declare a gross dividend of (100 * 100/75 =) 133.33, withhold and transfer 25 percent of that (133 * 25% = 33) to the tax authorities and pay out 100 to the shareholders.
Generally the Dutch dividend withholding tax is reduced under tax treaties to 15 percent for portfolio dividends and to 5 percent or 0 percent for dividends from a participation. See our detailed memorandum for further details on this.
No exemption from dividend withholding tax, refund or reduction of dividend withholding tax is available if the receiver of the dividend is not the beneficial owner thereof (art. art. 4'4 DWT). We refer to our memorandum on dividendstripping for further information.
Surtax is a dividend withholding tax disguised as an additional corporate income tax on deemed excessive dividend distributions. The rate is 20 percent of the perceived excessive part of the distribution or deemed distribution. We refer to our memorandum on surtax for further information.
Assume that a foreign parent (ACo) holds shares in a Dutch intermediate holding company (BCo) which holds shares in a foreign subsidiary (CCo). The dividend tax withheld by BCo on profit distributions to ACo must be transferred to the Dutch tax authorities by filing a return. However, the amount to be transferred can be reduced when it concerns profit distributions which BCo received from CCo, provided that the following conditions are fulfilled:
The reduction equals 3 percent of the distribution made available by BCo, but not more than 3 percent of the gross profit distributions that BCo received from CCo in the calendar year and the two preceding calendar years, to the extent that these profit distributions have not been taken into account previously. The profit distributions are taken into account in the order in which they are received by BCo. See the diagram below illustrating the above.
The Dutch government has defined what "subject to a withholding tax" means with regard to a specific number of countries. The explanations given in the decrees may also provide information as to which other similar taxes may qualify as withholding taxes with respect to this measure. See our detailed memorandum for further details on this.
See our detailed memorandum for further details on this.
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Last reviewed 3 August 2003