Per 2025, the Dutch limited partnership (CV) and foreign similar entities will classify as tax transparent by default. This will apply to
the Dutch CV, and foreign similar LP entities like SCSp, LP and KG.
- The default classification as tax transparent implies that the current “unanimous consent” requirement on LP admissions and transfers (currently relevant to classify as tax transparent) will no longer be a requirement to qualify as tax transparent as of 2025.
- A specific exception will apply to certain fund entities.
- The Dutch tax classification of foreign entities incomparable to a Dutch legal entity (e.g. UK LLP, Irish ULC, German KgAA, French SCPI) will align with the entity’s tax treatment in the foreign jurisdiction (symmetry approach). An exception applies if the foreign entity is resident in the Netherlands, which will result in a non-transparent classification (fixed approach).
- A deemed disposal rule will apply to Dutch and foreign entities switching their Dutch entity tax classification from non-transparent to tax-transparent, both at entity and investor level.
- Certain transitional rules and roll-over relief will be available, subject to meeting certain conditions.