Intermediary services in share transactions new policy decree offers more clarity on the VAT treatme

As of 16 October 2025, a new decree has come into effect providing more clarity on the VAT exemption on intermediary services for share transactions. Prior to this, there were conflicting views within the Dutch Tax Authority on how the exemption should be applied, as evidenced by internal documentation from 2023. In practice, this led to uncertainty around the VAT treatment of corporate finance services. The decree appears to broaden the scope of the intermediary exemption in the Netherlands.  

VAT framework for share transactions 

The new decree provides further clarification on intermediary services in share transactions from a VAT perspective. The decree brings Dutch legislation into line with case law from the European Court of Justice, which allows for a broader application of the exemption for corporate finance services than has often been the case in the Netherlands. The full nature of the activities performed is decisive in assessing whether the activities qualify as negotiation. The decree clarifies that the buyer and seller do not need to be unknown to each other, and it is not decisive whether an agreement is ultimately concluded. It is sufficient that the service provider’s intention is to conclude an agreement. 

With the purchase or sale of a company or an interest in a company via a share transaction, the provision of services can consist of various activities. For VAT purposes, it is important to determine whether the activities constitute a single supply of services or several separate services. 

The process of buying and selling shares can generally be divided into four phases: 

1. Orientation and introduction phase; 
2. Information and preparation phase; 
3. Negotiation phase; 
4. Contract conclusion. 

The decree clarifies that if the service provider is involved in all four phases of the process, the service qualifies as an exempt intermediary service. This also applies if the sale process is terminated before completion. If a service provider is not involved in all four phases, it must be assessed on a case-by-case basis whether the exemption applies to all services provided. 

If the services qualify as VAT exempt intermediary services, the decree allows for the exemption to be applied even if part of the activities is outsourced. For the outsourced activities to fall under the exemption, they must be specific and essential for negotiation and do not merely constitute a material or technical service. 

Material or technical services are not intermediary services 

The decree also provides examples of services which are not considered intermediary services. This would be applicable when a service provider provides stand-alone single services which do not lead to an agreement for a share transaction but are merely a material or technical service. 

Examples include: 

• Solely providing an information memorandum; 
• Advice on the value of a company; 
• Advice on streamlining the company or preparing a business for sale;  
• Strategic buying or selling advice; 
• Legal services, such as drafting an agreement or letter of intent; 
• Provision of software and/or hardware used to automatically match supply and demand for shares.  

Do you want to know more? 

Are you a service provider of corporate finance services and do you offer your services VAT taxed? The new decree may prompt you to review your VAT position in further detail. The decree is also relevant for entrepreneurs who are assisted in the process of buying or selling shares. Within the outlined VAT framework, it must be determined whether your service provider rightfully charged VAT or whether reverse charge VAT is due. 

If you would like to know more about the impact of the new decree on your business, please contact the VAT specialists at BDO.