1. Is stamp duty, transfer tax or a similar tax payable on the direct sale, purchase or leasing of real estate? If so, what are the rates and who is required to pay the duty or tax?

Dutch real estate transfer tax (RETT) is due upon the acquisition of the legal ownership and/or the economic ownership of real estate assets located in the Netherlands. RETT is legally due by the acquirer. At the time of publication of this Guide, the general RETT rate is 10.4%. For residential real estate (houses, apartments, etc.) a lower RETT rate of 2% applies where the acquirer uses the property him/herself.

The taxable base is the fair market value of the real estate or, if higher, the purchase price of the real estate. If the Dutch real estate assets concern leasehold properties, the taxable basis should be increased with the capitalized ground rent. The taxable basis shall, however, never exceed the fair market value of the Dutch real estate assets in freehold.

Under conditions, there are various RETT exemptions available – for instance the so-called "concurrence exemption" in the case of the (indirect) acquisition of building-land for Value Added Taxes (“VAT”) purposes or a newly-build property, or the so-called ‘internal reorganization exemption’ in the case of intra-group reorganizations of Dutch real estate assets.

2. Is stamp duty, transfer tax or a similar tax payable on the indirect sale or purchase of real estate, e.g. by means of the sale of an SPV which holds real estate in the jurisdiction? If so, what are the rates and who is required to pay the duty or tax?

RETT can be payable in relation to asset deals and share deals. The acquisition of (the legal and/or economic ownership of the) shares in a Real Estate Entity (REE) is a taxable event if (together with affiliated parties) an interest of 1/3rd or more is acquired. A company is deemed to be a REE if, in short: (i) it has legal personality and (ii) it meets the Asset Test and Purpose Test (as defined below). A foreign company can also qualify as a REE if it has legal personality and meets the Asset Test and Purpose Test.

A company qualifies as a REE only if its assets (on a consolidated basis - participation interests of 1/3rd or more in other entities need to be consolidated) at the moment of the share transfer comprise, or have comprised at any moment in the twelve-month period prior to the transfer, of more than 50% real estate assets and:

• at least 30% of the real estate assets are Dutch real estate (together the “Asset Test”); and
• 70% or more of the real estate assets, considered as a whole, are attributable to purchasing, selling and "passive" exploitation (i.e., the lease of real estate) activities (together the “Purpose Test”).

RETT is due by the acquirer of the shares in a REE. The taxable basis is the fair market value of the Dutch real estate assets at the moment of the transfer, even though the shares are acquired. The rates and application of most RETT exemptions are similar to asset deals. As per January 1, 2025 a lowered RETT rate of 4% will apply to the acquisition of a REE owning newly built Dutch real estate assets (i.e., taken into use for not more than two years) which are used for VAT exempt purposes (e.g., residential property).

3. Is value added tax, goods and services tax or a similar tax payable on the sale or purchase of real estate, and the letting of real estate? If so, what are the rates and who is required to pay the tax?

Sale and purchase of real estate

As a general rule, the transfer of Dutch real estate is exempt from VAT, unless (i) the property qualifies as building land or a “newly built property”, or (ii) parties opt for a VAT taxable transfer, or (iii) the transfer of the property qualifies as a so-called transfer of a going concern for VAT purposes.

• A property qualifies as a “newly built property” before, on or no later than two years after the date of first use of the property, either after the initial development of the property or after a significant renovation (including, amongst others, constructional changes to the property). The transfer of a “newly built property” is VAT taxable by virtue of law. The VAT rate is 21%.
• If the purchaser intends to use 90% or more of the property for activities to which VAT applies, the seller and the purchaser are entitled to opt for a transfer which is subject to VAT. The VAT rate is 21%.
• The transfer of a property qualifies as a transfer of a going concern for VAT purposes if the purchaser will continue to perform the economic activities (e.g. lease of immovable property) with respect to the property. The transfer of a going concern is not subject to VAT (i.e., neither VAT exempt nor VAT taxable). In the case of a transfer of a going concern, the purchaser will inherit the seller's VAT position with respect to the property, inter alia with respect to the applicable VAT revision period(s) of the property (see below).

VAT can usually be offset against VAT received or reclaimed from the Dutch tax authorities if the real estate is used for VAT taxable activities (e.g. VAT taxable lease, see below).

The acquisition of shares is not subject to VAT.

VAT revision period

In respect of a property, a VAT revision period of nine years commences following the year of first use of (a part of) that property, either after the initial development of the property or after a significant renovation resulting in a newly built property for VAT purposes (in wezen nieuwbouw), or after a VAT taxable transfer of a property.

During the VAT revision period, the entitlement to the deduction of VAT charged during the development or renovation phase or upon the purchase of the property, may be adjusted on a pro rata basis (i.e., 1/10th per year), depending on whether the use of the property shifts from VAT taxable use to VAT exempt use (or vice versa) for 10% or more. This may result in either an additional credit or liability for VAT.

It has been announced that as per January 1, 2026 a VAT revision period of five years will be introduced for all investment services relating to Dutch real estate assets of at least 30,000 (excl. VAT).

Letting of real estate

As a general rule, the lease of a property is exempt from VAT, unless the landlord and the tenant jointly opt for a VAT taxable lease. In order to be able to opt for a VAT taxable lease, at least 90% of the tenant's use of the property should be for taxable purposes. The benefit of opting for a VAT taxable lease is that any VAT charged on costs related to the operation of that property is deductible for the landlord. Since the tenant could also deduct the VAT charged on the lease, there usually is no disadvantage for the tenant to opt for a VAT taxable lease.

In order to correctly opt for a VAT taxable lease, the lease agreement should meet a number of formal requirements (i.e.: there should be statement that sets out that the lessee will use the property for VAT taxable purposes, the commencement date of the lease, the commencement date of the financial year of the lessee and the cadastral information of the property). However, it has been approved by the State Secretary of Finance in a Decree that a lease will still be VAT taxable if not all formal requirements are met, but the parties nonetheless acted as if they correctly opted for a VAT taxable lease.

4. Are there any annual taxes that may be payable on the ownership of real estate, e.g., annual land tax, municipal taxes, surtaxes, etc?

Municipalities impose a property tax on owners and users of real estate, based on the value of the real estate assets (WOZ value). The tax rate varies between municipalities. Property tax is deductible for Dutch corporate income tax (CIT) purposes.

The WOZ value of a property aims to reflect the market value of that property as at 1 January of the previous year, taking into account transactions of comparable properties. Hence, the WOZ value for 2025 is based on the market value of the property on 1 January 2024.

Other taxes which are usually charged in relation to property are sewerage taxes, waste taxes and water authority taxes.

5. What is the tax rate imposed on rental income?

Rental income (minus deductible operational expenses, depreciation and interest expenses, provisions) derived by a Dutch resident entity or by a foreign entity in relation to Dutch real estate is subject to 25.8% corporate income tax (19% applies to the first 200,000 of taxable income). Dutch resident entities that meet certain conditions (such as pension funds and charitable institutions) are exempt from corporate income tax. Foreign entities may also qualify for such exemption if they meet certain strict conditions.

6. Is interest on borrowings used to acquire real estate deductible for tax purposes against rental income? If so: (i) are there any restrictions, such as thin capitalization, transfer pricing or interest limitation rules; and (ii) is there any withholding tax on interest?

Interest expenses and costs related to the borrowing of funds to acquire real estate are deductible from the rental income.

No thin cap rules apply. Where the funds are borrowed from related persons, the interest expenses and costs are deductible to the extent they lie within the arm’s length range.

In case of a reduction of equity which is financed out of intra group debt, the deduction of interest and costs due on that debt may not be deductible, unless the interest income is taxed at an effective rate of 10%, or the reduction of equity as well as the debt financing are both predominantly based on sound business reasons.

A limitation may apply to the net interest expenses and costs, so only if the interest expenses and costs exceed the interest income. The net interest expenses and costs are not deductible in a given year if they exceed the highest of: (a) 24.5% of the adjusted tax profit or (b) 1,000,000.

The adjusted tax profit is the taxable income excluding net interest expenses and cost, depreciation and amortization.

Interest expenses and costs that are not deductible because of this limitation, can be carried forward indefinitely and may be deducted in a later year insofar as the interest expenses and costs in that year are lower than the above threshold. Non-deductible interest of companies that own Dutch investment real estate may be no longer be available for carry forward in case the (in)direct interest in the company has changed substantially (30% or more) compared to the ownership in the year the interest was non-deductible.

The Netherlands does not impose withholding tax on interest payments. Interest that exceeds an arm’s length interest is regarded as a hidden dividend and in principle subject to 15% dividend withholding tax.

However, interest payments (and dividends or royalty payments) made to (a branch of a) group companies in certain low tax jurisdictions (LTJ) are subject to an annual source tax of 25.8%. At the time of publication 2024, the LTJ are:

7. Are deductions for capital expenditure available against rental income for tax purposes, for example capital allowances or deductions for depreciation? If so, are deductions available for expenditure on both land and buildings, or on buildings only?

Depreciation of the building is allowed. The depreciation basis is the acquisition price of the building (excluding the value of the land) plus the acquisition costs, minus the residual value of the building after the expected useful life. The depreciation basis will then be deducted over a period of usually 30 to 50 years. No depreciation of land is allowed.

Depreciation is no longer possible if the tax book value of the building reaches the WOZ value of the building (see question 4 above).

No investment allowances are available for real estate that is let to third parties.

Maintenance costs (i.e.: costs that must be made to keep the building in the same technical and structural condition) can be deducted in the year in which they are made.

Costs of improvement (i.e.: costs that are made in relation to substantial changes or the improvement of the functioning of the real estate) must be capitalized and depreciated separately over the useful life of the relevant element of the building. This period is at least five years.

If the market value of a building has dropped significantly and durably, it is possible to deduct such losses in that year, even if the tax book value would be less than the WOZ-value.

8. Are there any other material restrictions on the costs and expenses which may be deducted in calculating a person's taxable rental income, e.g. transfer pricing or anti-hybrid rules?

The CIT contains several other deduction limitations. The starting point is that costs are only deductible insofar they are at arm’s length and then specific deduction limitations may apply, for example related to fines, share based payments and deductions resulting from downward transfer pricing corrections without a corresponding upward correction in the hands of the related entity.

Payments or other remunerations that result in a deduction from CIT while they do not result in an inclusion in a profit tax as a result of a difference in qualification of a financial instrument, a hybrid entity, a difference in allocation between permanent establishment or head office, a disregarded permanent establishment, or deemed payments between permanent establishments and head offices, or payments that result in multiple deductions, are not deductible.

9. Are there any restrictions on the use, and/or the carry forward, of losses?

A tax loss can be carried back one year and forward indefinitely, provided the loss has been confirmed in a tax assessment. Tax profit up to 1,000,000 can be fully offset against tax losses that are available, but tax profit exceeding 1,000,000 can only be offset for 50% against the available tax losses.

Tax losses incurred by companies that own Dutch investment real estate may be no longer available in case the (in)direct interest in the company has changed substantially (30% or more) compared to the ownership in the year the losses were incurred.

10. Are capital gains arising on the direct sale of real estate taxable? If so, what are the rates and are there any exemptions?

Capital gains arising on the direct sale of Dutch real estate are taxed at the same rates as rental income (see question 5 above). The capital gains are calculated as the difference between the proceeds of the sale and the tax book value of the Dutch real estate. Transaction costs are in principle deductible, insofar they are at arm’s length.

If a company has the intention to reinvest, capital gains may be deferred using the reinvestment reserve, rolling over the book value provided certain requirements are met, amongst others that the agreement to reinvest is signed within the 3 years following the sale

11. Are capital gains arising on the indirect sale of real estate taxable, e.g. by means of the sale of an SPV which holds real estate in the jurisdiction? If so, what are the rates and are there any exemptions?

In principle, the sale of shares in a Dutch SPV that owns Dutch real estate by a non-Dutch tax resident company is not subject to Dutch CIT. However, in specific situations, it may be taxable under anti-abuse rules.

12. Is there a withholding tax on rental income?

No Dutch withholding tax is applicable on rental income.

13. Is there a withholding tax on capital gains derived from real estate? If so, does the withholding tax apply to both direct and indirect sales, or to direct sales only?

No withholding tax is imposed in the Netherlands on capital gains deriving from Dutch real estate, whether disposed of directly or indirectly.

14. Does the jurisdiction have a REIT regime? If so, please outline the tax treatment of the REIT and the main conditions that must be satisfied to enter and remain within the regime.

The Dutch CIT has the fiscal investment institution regime (FII-regime), which is aimed at promoting collective investments, which can be compared with a REIT regime. The FII-regime allows investment companies which satisfy certain conditions to benefit from a corporate income tax rate of 0%.

As of January 1, 2025, the FII regime can no longer be applied by companies that directly hold Dutch real estate. The company is still allowed to indirectly invest in Dutch real estate, meaning it is still permitted to hold shares in a regularly taxed subsidiary company that invests in Dutch real estate. Direct investment in foreign real estate remains permitted.

To apply the FII-regime, the company must meet the following conditions:

• the activity must be limited to portfolio investing (beleggen);
• the object clause in the articles of association must be limited to portfolio investing;
• the investment properties may be (indirectly) financed with up to 60% of the tax book value. 20% for other types of investments, such as listed securities;
• within eight months after the calendar year, the profit must be distributed to the shareholders. Such dividend distributions are in principle subject to 15% dividend tax;
• the regime is open to Dutch NVs, BVs and mutual funds; or similar entities incorporated under the law of a Member State of the European Union or a third country with which the Netherlands has concluded a bilateral tax treaty, provided that the bilateral tax treaty includes a non-discrimination clause;
• specific shareholder requirements must be adhered to; and
• Dutch resident entities may not own, together or with affiliates, an interest of 25% or more in the company applying the FII-regime through non-Dutch resident entities.

15. Apart from REITs, are there any other tax-efficient real estate investment vehicles or structures which are commonly used to acquire, hold and exploit real estate in the jurisdiction?

Following the abolishment of the REIT regime (FII-regime) for Dutch real estate, there are a number of common investment structures for Dutch real estate:

• A Dutch tax resident cooperative owning Dutch real estate. The profit is subject to Dutch CIT. No dividend tax applies to profit distributions by the cooperative if it only owns Dutch real estate.
• A transparent entity for Dutch tax purposes owning Dutch real estate. Each limited partner or unit holder is considered to own a part of the real estate in proportion to their interest. This means that each investor may be able to benefit from the lower CIT rate for the first 200,000. If the foreign investor is a tax exempt pension fund, it may qualify for a CIT exemption, provided strict conditions are met. No Dutch dividend tax applies.
• A non-Dutch tax resident entity owning Dutch real estate. The profit is subject to Dutch CIT. No dividend tax applies as the company is not a Dutch tax resident. We note that foreign taxes may also apply.

When deciding on the type of transaction – an asset or share deal – immediate levy of Dutch CIT over the potential capital gains may be prevented by selling the shares in the company. In such cases, the deferred tax liability is usually shared between the seller and buyer in the share purchase price.

16. Are there any structures commonly used to mitigate real estate tax liabilities on acquiring and/or disposing of real estate?

The acquisition of (the legal and/or economic ownership of the) shares in a REE is only considered a taxable event if (together with affiliated parties) an interest of 1/3 or more is acquired. Therefore, a RETT could be mitigated if the shares in a REE are acquired by 4 non-affiliated parties which each acquire an interest of less than 1/3.

Other structures to mitigate VAT and/or RETT on acquisition and/or disposal of real estate should be considered on a case-by-case basis, in particular when acquiring or disposing building / land, a “newly built property” or a real estate asset to be demolished and/or (re)developed. The timing and sequence of the transactions could mitigate the VAT and/or RETT liability. The main aspects to considered in this respect are:

• The transfer of building land and the transfer of a “newly built property” are subject to VAT by virtue of law. VAT can usually be offset against VAT received or reclaimed from the Dutch tax authorities if the real estate is used for VAT taxable activities.
• The acquisition of shares and the transfer of a going concern (i.e., if the purchaser will continue to perform the economic activities (e.g. lease of immovable property) with respect to the property) is not subject to VAT (i.e., neither VAT exempt nor VAT taxable).
• Under condition, various RETT exemptions are available – for instance the so-called "concurrence exemption" in case of the (indirect) acquisition of building land for VAT purposes or a “newly build property”, or the so-called "internal reorganization exemption" in case of intra-group reorganizations of Dutch real estate assets.

17. Are there any material differences in the way individuals and companies are taxed on acquiring, letting and/or disposing of real estate?

Individuals are taxed materially different from companies in relation to real estate. Individuals can primarily be taxed on the basis of either income from carrying on a business or savings:

• Generally, acquiring, letting and disposing of real estate such as residential, commercial or industrial real estate is considered as portfolio investment, which is taxed at 36% over a deemed return on investment of 5.88% (2025) of the value of the property as at January 1 of the year. If the real estate has been financed with debt, this will decrease the taxable basis to compute the deemed return. Furthermore, a deemed cost of debt of is calculated over the amount of the debt as at January 1 of the year and is deducted from the deemed return. In 2024, the deemed cost of debt was 2.46%, and in 2025, it will be 2.62% If the individual’s net asset value is € 57,684 (€ 115,368) for taxpayers with tax partners) or less, no tax is levied.
• Where the individual carries on a business in the Netherlands and the real estate can be attributed to this business, the rental income and capital gains are subject to personal income tax at a top rate of 49.5%. Various reductions and allowances apply. In practice, owning only one or a few properties is not considered to be a business unless additional activities are undertaken, such as development.

Dividend tax

Distributions of profit, such as dividends, by, amongst others, Dutch tax resident companies and open mutual funds are subject to 15% Dutch dividend tax over the gross amount of the distribution, unless an exemption or reduction applies based on domestic law or tax treaties. Any dividend tax must be withheld and remitted by the distributing company and a dividend tax return must be filed within one month after putting the profit at the disposal of the shareholder. Exemptions and/or refunds are available for group situations and exempt entities such as pension funds or charities.

Profit distributions made by Dutch tax resident cooperatives (coöperatie) are not subject to Dutch dividend tax, unless the activities in the year preceding the profit distribution consisted mainly (≥70%) of owning share interests to which the participation exemption applies or the financing of related entities and the member owns such a membership right that it is entitled to 5% or more of the profit or liquidation proceeds of the cooperative. If the only activities of the cooperative consist of owning investment real estate, this means that the profit distributions are in principle not subject to Dutch dividend tax.

The repayment of capital by Dutch tax resident companies is not subject to Dutch dividend tax, provided that prior to the repayment, a shareholders’ resolution is passed amending the articles of association of the company to reduce the nominal share capital of the company, and the notarial deed effecting this reduction has been executed before a civil law notary. The conversion of share premium into nominal share capital is not subject to dividend tax, provided that proof of the contribution of share premium can be provided.

This guide does not constitute tax advice and readers should note that the laws of each jurisdiction are regularly refined and/or revised, so the statements made in this report are not definitive. However, this guide does provide a summary overview of the state of the law as at 31 January 2025 and will hopefully serve as a useful tool for investors to ensure they understand the unique provisions and distinctions in the various jurisdictions.