New EU Directive – non-EU hybrid mismatches previous message

New EU Directive – non-EU hybrid mismatches

On 21 February 2017, the EU Member States agreed on a new set of rules (so-called ATAD 2) to further restrict the opportunities of hybrid mismatches in international tax structuring. This agreement significantly impacts the attractiveness of Dutch CV’s (limited partnerships) in international tax structures including EU and non-EU countries.

See also our previous news alert for hybrid mismatches on EU level.


The so-called Dutch closed CV (“CV”) is a popular vehicle as the CV is not subject to Dutch corporate income tax due to the fact that for Dutch tax purposes the entity is transparent. However, the new EU Directive states that the CV should be treated as a Dutch tax resident when certain conditions are met.

These conditions are:

  • The Netherlands treats the CV as transparent
  • The recipient country, for instance US, treats the CV as a taxable person
  • One or more individuals or entities in the US hold in aggregate a direct interest of 50% or more of the voting power, capital interest or profit shares in the CV or they are part of the same consolidated group for financial accounting purposes as the CV, or has / have a significant influence in the management of the CV.

If these conditions are met, the Dutch CV is subject to Dutch corporate income tax and loses its attractiveness in international tax structures for foreign companies. Collective investment vehicles are excluded.

Implementation and way forward

These rules will take effect as of January 1, 2022. It is important to review whether your organisation will be impacted by these new rules. Furthermore we can determine whether alternative solutions are available.

Our international team of tax specialists can assist you with this assessment.  If you have any questions, please contact Guido van Asperen (+31 615041623 or

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