Dutch tax guidance confirms that operational lease profit cannot absorb certain restricted holding and financing losses from before 2019. A BV may owe corporate income tax while those historic losses remain in its tax file. This affects tax cash, company valuations and transaction planning.
Why this matters
An old tax loss is not cash. Its value depends on its formal status and the profit the BV earns today. Operational lease means an owner provides an asset for use. It is not financing under the former holding-loss rule. Old restricted losses may therefore stay unused. A founder, buyer or adviser should reflect that risk in the tax forecast and purchase price.
Example
The published case concerned a BV with restricted losses from 2014 to 2018. From 2021, it leased assets only to connected companies. The BV kept legal and economic ownership. Group companies paid to use the assets. The lease income was not financing income under the former rule. Its current profit could not absorb the old losses. The BV could still face a tax payment, reducing cash for debt or distributions.
XTROVERSO tips
- Find the formal loss decisions. Collect corporate tax returns, assessments, loss decisions and correspondence for every pre-2019 loss. Record whether each loss was formally classified as a restricted holding or financing loss.
- Map each current income stream. Separate operational lease, financial lease, rent, interest, service charges, management fees and asset sales. Do not place them under one broad income label.
- Read contracts with the asset register. Match each lease contract to the asset register. Check whether the BV owns the asset, carries residual-value risk, and pays for maintenance and insurance.
- Rebuild the tax cash forecast. Model corporate tax year by year. Apply restrictions on historic losses before the annual ceiling. Show the expected tax payment in the cash forecast.
- Check ownership changes separately. Review share sales, succession plans, mergers and restructurings. A 30% or larger change in the ultimate interest can affect loss carry-forward, subject to statutory tests and exceptions.
- Treat losses as conditional in a deal. Do not deduct the full loss balance from expected tax or add it directly to the purchase price. Put decisions, contracts, ownership history and calculations in the due-diligence file.
Want to know what your historic losses are worth under the current business model? We can review the tax file, contracts and cash forecast
The data, sourcing, and analysis behind this article were conducted by Paolo Maria Pavan. AI was not used to identify sources, build the factual basis, or produce the analytical judgment contained here. AI was used only as a drafting aid. The final English text was personally reviewed, edited, and approved by Paolo Maria Pavan before publication.
References
- KG:011:2026:5 Operational lease en de houdsterverliesregeling | Kennisgroepen Belastingdienst
- Kennisgroepen Belastingdienst - Old holding-loss status depends on a formal loss decision
- Belastingdienst - Current annual ceiling on corporate loss set-off
- Belastingdienst - Share sales and restructurings can independently impair losses
- Gerechtshof Den Haag via Rechtspraak.nl
