On April 18, 2025, the Dutch Ministry of Finance published the 2025 Spring Memorandum (Voorjaarsnota), which outlines proposed changes to the government’s budget and several policy amendments for the coming years. These proposals include adjustments that will impact international businesses in the Netherlands. This article highlights the key aspects of these proposals.
The 2025 Spring Memorandum
The 2025 Spring Memorandum was published amid global economic uncertainty and rising inflation. The Dutch government aims to strengthen its economy by introducing measures to support both domestic and international businesses. Key proposals include updates to tax structures, amendments to the lucrative interest scheme, and new initiatives for employee participation in start-ups.
Notable Changes in Tax Structures
The Dutch government continues to publish an annual list of “notable tax structures” as part of the Spring Memorandum. The 2025 list includes five new structures, along with updates to those from 2024. While many of the new structures are unrelated to international businesses, one key update involves the Dutch lucrative interest scheme.
Dividend Stripping and Fragmentation of Real Estate Companies
The government has made efforts to tackle dividend stripping, where dividends are shifted between entities to reduce tax liability. Measures to address this issue were introduced in 2024, including a shift in the burden of proof to taxpayers. The government will further strengthen these measures based on new research this Spring.
Another area of focus is the fragmentation of real estate companies to maximize interest deductions. Although the 2025 Tax Plan initially proposed measures to curb this practice, discussions in parliament led to a more restrained approach. Further assessments are underway to evaluate the effectiveness of anti-abuse measures in other EU countries, and the House of Representatives will be updated on these findings by July 1.
The Dutch Lucrative Interest Scheme
The Dutch lucrative interest scheme, which allows certain income from financial instruments to be taxed at a lower rate under Box 2, has been a topic of ongoing debate. These instruments, often used in the private equity sector, enable managers to earn returns that may be disproportionate to their capital investment or the risk involved.
Currently, income from these lucrative instruments is taxed under the substantial shareholding regime, which applies a personal income tax rate of up to 31% in 2025. However, the Dutch government is considering reforming the scheme to ensure a more equitable tax treatment. Two alternatives are being discussed:
Taxing the income from lucrative interests as ordinary income at the higher Box 1 tax rate (up to 49.5% in 2025).
Maintaining the Box 2 tax treatment, but applying a higher tax rate to lucrative interests.
A legislative proposal is expected to be submitted to the House of Representatives this Spring.
New Proposals for Start-Up and Scale-Up Companies
In addition to the changes to the lucrative interest scheme, the Dutch government is introducing measures aimed at supporting innovation and entrepreneurship. A new tax scheme will encourage employee participation in start-ups and scale-ups by offering a lower tax rate on income derived from share options. This measure is designed to attract talent to innovative companies and stimulate the growth of start-ups.
Adjustments Following Supreme Court Rulings
The government is also addressing the budgetary impact of Supreme Court rulings from June 2024. These rulings led to a delay in the implementation of the Real Return Act (Box 3). To compensate for the financial loss, the government plans to increase the fixed tax rate on assets such as movable property and reduce the tax-free allowance. These changes will take effect in 2026.
VAT on Culture, Media, and Sport
The Dutch government initially proposed an increase in the VAT rate on culture, media, and sports from 9% to 21% starting in 2026. However, following a motion from Parliament, the government has been urged to reverse this increase. The government plans to find an alternative way to raise the necessary revenue, which may involve limiting inflation compensation for individuals.
Conclusion
The measures outlined in the 2025 Spring Memorandum could significantly impact businesses and investments in the Netherlands. While these proposals are not yet formal legislative changes, some will be presented to the House of Representatives in the coming months, and others are expected to be included in the 2026 Tax Packages.
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