Publication of Decree on Intermediation Activities in Shares and other Securities Transactions
On October 15, 2025 the (long-awaited) Decree on Intermediation Activities in Shares and other Securities Transactions was published. The Decree was needed because of the lack of clarity on the scope of the VAT exemption for intermediation activities in shares and securities transactions, in particular with regard to corporate finance services. The Decree makes clear that the Deputy Minister of Finance advocates a broad application of the exemption.
The Decree
It follows from the Decree that the Deputy Minister is of the view that the VAT exemption applies if the service provider performs activities covering all of the following stages:
- Orientation and introductory stage
- Information and preparatory stage
- Negotiating stage
- Conclusion of a contract
Such all-in corporate finance services therefore fall within the scope of the VAT exemption. If, at any time, the all-in process is halted, that does not in itself preclude the qualification as exempt intermediation services. If the services provided do not encompass all four stages, the application of the exemption should be assessed separately. Substantive or technical services that do not result in a share transaction do not fall under the VAT exemption. Examples given of this are the mere provision of an information memorandum, advice on business valuation, preparing a business for sale or providing legal services. It follows from a separate section in the Decree that the aggregation of multiple third-party purchase and sale orders for securities, for example on a stock exchange, also fall under the exemption.
The Deputy Minister’s view compared to case law
The publication of this Decree has practical relevance, because many corporate finance service providers offer all-in service packages as described above and until now this has been treated differently in practice. Case law has not provided complete clarity on this. In practice, on the one hand a Dutch Supreme Court judgment from 2001 can be relied on, in which it was ruled that the services provided by a merchant bank in respect of an acquisition must be regarded as subject to VAT. On the other hand, it can be concluded from the more recent CJEU judgment in the DTZ Zadelhoff case that the VAT exemption has a broader application. In the new Decree, the Deputy Minister has opted for the broader interpretation of the exemption.
Practical consequences
What the consequences of the Decree are will differ per party. Corporate finance service providers that already applied the exemption to their all-in services, will not experience any consequences from the Decree. However, if until now the all-in corporate finance services were treated as if they were subject to VAT, then the Decree is a reason to reassess this. Although the Decree will not override the effect of legislation and previous case law, the Decree means that the Dutch tax authorities will more likely consider that there is a VAT-exempt service. As such, it is more likely that the service provider will be subject to a limitation of their entitlement to recover input VAT. On the other hand, Dutch businesses that purchase these services from abroad will be more likely to be able to rely on a VAT exemption with regard to incoming invoices.
The Decree will take effect on October 16, 2025. However, it does not offer any clarity for the past or a transitional period. If corporate finance service providers decide to apply the VAT exemption from now on, it is questionable whether this can also affect the past. This is especially relevant for any VAT recovery right previously applied by corporate finance service providers. We recommend that the potential consequences of this be examined.
The Decree may also impact clients of corporate service providers. In any case, as of the effective date of the Decree, it is advisable not to accept any invoices with VAT for all-in corporate finance services.
If you would like to discuss the consequences of this Decree, feel free to contact your usual Meijburg advisor or one of the advisors listed in this alert.
