InsightsMarch 18, 2021
Fiscal unity, what does that mean?
When a private limited company - or BV in Dutch - holds almost all shares in another BV, these BVs can form a fiscal unity together. In this article, we’ll explain what a fiscal unity is, that this construction exists for both corporation and turnover tax, and what the advantages and disadvantages of a fiscal unity are.
What is a fiscal unity?
A fiscal unity is a group of companies that is treated as one company for a certain type of tax. This means that a fiscal unity files only one tax return for that type of tax. The companies can form a fiscal unity for both turnover tax and corporation tax, but the requirements for forming a fiscal unity do differ per tax type. We’ll discuss the most important conditions below.
To form a fiscal unity for turnover tax, the companies need to be:
Financially interdependent. This means that the majority of shares of all companies are directly or indirectly in the same hands.
Organizationally interdependent. This means that the companies that want to form a fiscal unity operate under the same management.
Economically interdependent. This roughly means that the companies belong to the same sector.
In order to form a fiscal unity for corporate income tax purposes, other conditions must be met. The most important of which is that the holding company owns at least 95% of the shares.
The pros and cons of a fiscal unity
The pros and cons of forming a fiscal unity are different for turnover tax than for corporation tax. We’ll discuss this in more detail for each type of tax.
Regarding turnover tax, there’s actually just one big advantage and one big disadvantage to forming a fiscal unity.
The advantage is that no sales tax needs to be charged on transactions between the companies themselves. This means that the holding company doesn’t have to pay VAT on an invoice it sends to a subsidiary. This can be beneficial for the liquidity.
The disadvantage is that all companies within the fiscal unity are jointly and severally liable for the entire turnover tax. Suppose the company with the highest turnover is unable to pay the VAT, then this can be recovered from the other companies within the fiscal unity, something that’s not possible if there’s no fiscal unity.
Regarding corporation tax there are more pros and cons to forming a fiscal unity. We’ve listed the main ones below. It’s important to note that these don’t always apply, but depend on the specific situation.
The advantages of a fiscal unity in regard to corporation tax:
- It requires for only one corporate income tax return to be filed. This is done under the name of the holding company. However, it’s still necessary to have annual accounts for all subsidiaries drawn up. So this advantage will save little time.
- Losses can be set off against each other within one year. Now this can be interesting. Suppose that the holding company reports a €100.000,- loss and one of the subsidiaries reports a €100.000,- profit. Normally, the holding company would pay €0,- corporation tax in 2020, and the subsidiary would pay €100.000*16,5% = €16.500. In the case of a fiscal unity, this profit can be set off against the loss. As a result, no corporation tax needs to be paid.
- Internal service deliveries are not taken into account. This means that invoices drawn up between the holding company and a subsidiary aren’t included in the corporate income tax. However, this isn’t necessarily advantageous. As stated before, it’s still necessary to draw up annual accounts for each individual subsidiary. Which means that it actually provides more work, because the bookkeeper will now have to extract these specific transactions from the books; the so-called consolidation.
- It’s possible to arrange tax-free restructuring within a fiscal unity.
The disadvantages of a fiscal unity regarding corporation tax:
- Every company within the fiscal unity is jointly and severally liable for the entire corporate tax debt, just as they are for the turnover tax of the fiscal unity.
- The step-up tax rate of 16.5% to 25% only applies once. This can lead to major disadvantages, especially in larger firms.
- The small projects investment credit can only be applied once. When no fiscal unity is formed, it’s applicable to every BV.
- As shown, forming a fiscal unity doesn’t only have advantages. In practice, some of the advantages can even turn out to be not beneficial at all. So always make sure to have an overview of the situation and weigh all the pros and cons before forming a fiscal unity.