Benelux company and tax glossary
182 terms from Luxembourg, Dutch and Belgian company law and tax, each with a plain definition, the 2026 figure where it is stable, the legal basis and a link to the note or law page that goes deeper. Written for founders and the advisers who work with them.
Three countries, one vocabulary
The same idea often goes by three names: a Dutch deelnemingsvrijstelling, a Luxembourg participation exemption under Article 166 and a Belgian DRD all stop profit being taxed twice inside a group, with different thresholds. This glossary puts the native term next to its English meaning, tags each entry LU, NL, BE or EU, and cites the article that creates the rule.
Figures are those in force in 2026 and match our tax rates page; where a figure moves often, we leave it out and point to the source. Every entry has its own link: copy the address after # to cite a single term. Definitions explain the rules; they are not advice on your structure.
182 terms
0–9
- #2:216 distribution test (uitkeringstoets)NL
Before a Dutch B.V. pays a dividend, the general meeting resolves but the board must approve, and may do so only if the company can keep paying its due debts afterwards. Equity must also exceed restricted reserves. Directors who approve knowing the company will fail are jointly liable for the shortfall.
Legal basis Art. 2:216 BW
- #2:248 director liability (bestuurdersaansprakelijkheid bij faillissement)NL
In a Dutch bankruptcy, directors are jointly liable for the deficit if they manifestly mismanaged the company and this was an important cause of the bankruptcy. Late filing of annual accounts or poor books create a legal presumption of both. The rule also reaches policy-makers behind the scenes.
Legal basis Art. 2:248 BW
- #30% ruling (30%-regeling)NL
Lets employees recruited from more than 150 km beyond the Dutch border receive 30% of their salary tax-free for up to five years. In 2026 the taxable salary must be at least EUR 48,013, or EUR 36,497 under 30 with a master's, and the allowance is capped on EUR 262,000 of salary. From 2027 it falls to 27%.
Legal basis Wage Tax Act 1964, Art. 31a
- #34-day rule (cross-border telework tolerance)LU
Residents of France, Belgium and Germany working for a Luxembourg employer can work up to 34 days a year outside Luxembourg and remain fully taxable there. Above the threshold the residence country taxes the days worked there. Social security follows separate EU rules.
Legal basis Bilateral amicable agreements under the treaties with Belgium, France and Germany
A
- #A1 certificateEU
Document issued by a social security institution confirming that a worker remains insured in that country while working in another EU or EEA state. It is needed for postings, multi-state work and telework under the framework agreement. Without it, the host country may claim contributions.
Legal basis Regulation (EC) No 883/2004; Regulation (EC) No 987/2009, Art. 19
- #Aanmerkelijk belang (substantial interest)NL
A holding of at least 5% of a company's shares or a class of shares, alone or with a fiscal partner. Dividends and gains on it fall in box 2, and a deemed sale arises on emigration. For companies, the separate participation exemption also starts at 5%.
Legal basis Income Tax Act 2001, Chapter 4 (Arts. 4.6 et seq.)
- #Administrative dissolution (dissolution administrative sans liquidation)LU
Procedure in force since 1 February 2023 by which a Luxembourg company that seriously breaches its filing duties can be dissolved and struck off without a liquidation, at the initiative of the LBR. It was introduced as a tool against dormant and abandoned companies. Directors cannot rely on it to escape liabilities.
Legal basis Law of 28 October 2022 on administrative dissolution without liquidation
- #Advance tax payments (Belgium) (versements anticipés, voorafbetalingen)BE
Belgian companies pay corporate tax in advance, on 10 April, 10 July, 10 October and 20 December for a calendar year, to avoid a surcharge of 6.75% in 2026. Small companies are exempt from the surcharge for their first three years.
Legal basis Income Tax Code 1992, Arts. 157 to 168
- #AIFM (alternative investment fund manager)LUNLEU
The manager of an alternative investment fund under the AIFMD. Above EUR 100 million of assets, or EUR 500 million unleveraged and closed-ended, it must be authorised; below that it only registers. An authorised AIFM gives the fund an EU marketing passport.
Legal basis Directive 2011/61/EU (AIFMD); Luxembourg Law of 12 July 2013
- #Alarm-bell procedure (Belgium) (sonnette d'alarme, alarmbelprocedure)BE
In an SRL, the board must call a general meeting when net assets are or threaten to become negative, or when the company will probably not meet its debts over the next twelve months. In an SA, the trigger is net assets below half of the capital. The meeting decides on dissolution or recovery measures on the basis of a special report.
Legal basis CSA, Art. 5:153 (SRL) and Art. 7:228 (SA)
- #Alarm-bell procedure (Luxembourg)LU
When losses take net assets below half of the share capital, the managers must convene the shareholders within two months to decide whether the company continues or is dissolved. A special report explains the position, and a lower majority applies once net assets fall below a quarter of capital. Managers who fail to act are presumed liable for the damage.
Legal basis Law of 10 August 1915, Art. 480-2 (SA) and Art. 710-27 (SARL)
- #AMLA (Anti-Money Laundering Authority)EU
New EU authority based in Frankfurt that supervises the riskiest cross-border financial institutions directly and coordinates national AML supervisors. It is part of the 2024 AML package. Its standards will shape what banks ask of holding companies.
Legal basis Regulation (EU) 2024/1620
- #AMLR (EU Anti-Money Laundering Regulation)EU
Directly applicable EU regulation from 10 July 2027. It sets a 25% beneficial ownership threshold, including exactly 25%, calculated through every layer, and requires register updates within 28 days. It harmonises customer due diligence for banks, notaries and service providers.
Legal basis Regulation (EU) 2024/1624
- #APA (advance pricing agreement)LUNL
A ruling that fixes the transfer pricing method for future related-party transactions, unilaterally or with other states. In Luxembourg it follows the ruling procedure and fee; in the Netherlands it is issued by the APA/ATR team. APAs are exchanged automatically within the EU.
Legal basis LU: § 29a AO and Art. 56bis LIR; Directive 2011/16/EU (DAC3)
- #Arm's length principle (transfer pricing)LUNLEU
Related companies must price transactions as independent parties would. Luxembourg accepts cost plus 5% for routine services and a 2% after-tax return for pure financing intermediaries; the Netherlands requires documentation for every company. Groups with EUR 750 million of revenue also file a country-by-country report.
Legal basis OECD Model Art. 9; Arts. 56 and 56bis LIR; Wet Vpb 1969, Arts. 8b and 29b to 29h
- #Article 10a (related-party debt rule)NL
Dutch anti-base-erosion rule that denies deduction of interest on related-party debt used for tainted transactions, such as dividends, capital contributions or acquisitions of group companies. The taxpayer can escape it by showing business reasons or sufficient taxation of the interest at the lender. It applies alongside earnings stripping.
Legal basis Wet Vpb 1969, Art. 10a
- #Article 17 (artistes and sportspersons)EU
Treaty rule that lets the country where an entertainer or athlete performs tax the income, even when it is paid to a company. Luxembourg withholds 10%, while the Netherlands spares treaty residents. Image rights and performance income need separate analysis.
Legal basis OECD Model Art. 17
- #Article 23 licence (artikel 23-vergunning)NL
Dutch licence that lets importers report import VAT on the VAT return instead of paying it at the border, so cash is not tied up. Non-EU companies need a fiscal representative for it. It is a main reason trading groups import through the Netherlands.
Legal basis Turnover Tax Act 1968, Art. 23
- #ATA (advance tax agreement, décision anticipée)LU
Written decision of the Luxembourg tax office on how the law applies to a transaction not yet carried out, issued after an opinion of the Commission des décisions anticipées. The fee is EUR 3,000 to EUR 10,000, and the ruling binds for up to five years while facts and law stay the same. Cross-border rulings are exchanged with other EU states.
Legal basis § 29a AO (Abgabenordnung); Grand-Ducal Regulation of 23 December 2014
- #ATAD (Anti-Tax Avoidance Directive)EU
EU directive of 2016 setting minimum anti-avoidance rules in every member state: interest limitation, exit taxation, a general anti-abuse rule, CFC rules and hybrid mismatch rules. ATAD2 extended the hybrid rules to third countries. All three Benelux countries apply it.
Legal basis Council Directive (EU) 2016/1164; Directive (EU) 2017/952 (ATAD2)
B
- #B.V. (besloten vennootschap met beperkte aansprakelijkheid)NL
The Dutch private limited company, used for operating companies and holdings. It is formed by notarial deed, needs only EUR 0.01 of capital and is registered with the KvK by the notary. Profit is taxed at 19% up to EUR 200,000 and 25.8% above in 2026.
Legal basis Civil Code Book 2, Arts. 2:175 et seq. BW
- #Bankruptcy filing duty (Luxembourg) (aveu de faillite)LU
Once a Luxembourg company has stopped paying its debts and lost its credit, the managers must file for bankruptcy within one month. Late filing can make them personally liable and may be a criminal offence. Unpaid withholding tax or VAT adds personal tax liability.
Legal basis Commercial Code, Arts. 437 and 440
- #Beckham regimeEU
Spanish special regime for people moving to Spain for work, including some company directors and entrepreneurs. Spanish employment income is taxed at a flat 24% up to a cap, and foreign income such as dividends is generally outside Spanish tax for the year of arrival and five more. Relevant to owners of Benelux companies moving to Spain.
Legal basis Spanish Personal Income Tax Law (Ley 35/2006), Art. 93
- #Bedrijfsopvolgingsregeling (BOR, business succession relief)NL
Dutch gift and inheritance tax relief for transfers of a genuine business, including shares held through a holding and depositary receipts issued by a STAK. Most of the business value is exempt, with deferral for the rest, if the heir continues the business. Investment assets do not qualify.
Legal basis Inheritance Tax Act 1956, Arts. 35b to 35f
- #Beneficial owner (UBO) (ultimate beneficial owner)EU
The individual who ultimately owns or controls a company, through 25% or more of shares or votes or by other means. If nobody qualifies, senior managers are recorded. Trusts, foundations and nominees are looked through to the people behind them.
Legal basis Directive (EU) 2015/849, Art. 3(6); Regulation (EU) 2024/1624
- #Beneficial ownership (treaty)EU
Condition for treaty and directive relief on dividends, interest and royalties: the recipient must have the right to use and enjoy the income, not be bound to pass it on. Since the CJEU's Danish cases of 2019, tax authorities test it hard. Real control, real function and substance are the defence.
Legal basis OECD Model Arts. 10 to 12; CJEU C-115/16 and others (Danish cases), 26 February 2019
- #Benefit in kind for company cars (Belgium)BE
Belgium taxes private use of a company car at catalogue value × 6/7 × a CO2 percentage, with a minimum of EUR 1,690 for 2026. Companies can no longer deduct fossil cars or hybrids ordered from 2026. Electric cars remain the cheapest option.
Legal basis Income Tax Code 1992, Art. 36
- #Bijtelling (private use of a company car)NL
Dutch addition to taxable income for private use of a company car. In 2026 it is 22% of the catalogue value, or 18% on the first EUR 30,000 for an electric car, fixed for 60 months. Keeping private use under 500 km a year with a log avoids it.
Legal basis Income Tax Act 2001, Art. 3.20; Wage Tax Act 1964, Art. 13bis
- #Blocking clause (blokkeringsregeling)NLLU
Restriction on share transfers in a company's articles, either an offer scheme to existing shareholders or approval by a corporate body. Since 2012 it is optional for a Dutch B.V. In a Luxembourg SARL, transfers to outsiders need 75% approval by law, reducible to 50%.
Legal basis Art. 2:195 BW; Law of 10 August 1915, Art. 710-12
- #Blue Card (EU Blue Card)LUNLBEEU
EU residence and work permit for highly qualified non-EU employees, with salary thresholds set nationally. In Luxembourg it requires about EUR 65,652 a year in 2026. Founders can be employed by their own company if the conditions are met.
Legal basis Directive (EU) 2021/1883
- #Box 1 (werk en woning)NL
Dutch income tax box for employment, business profit and the main home. In 2026 rates are 35.75% up to EUR 38,883, 37.56% up to EUR 78,426 and 49.50% above, for people below state pension age, with national insurance included in the first brackets. Tax credits reduce the bill.
Legal basis Income Tax Act 2001, Art. 2.10
- #Box 2 (aanmerkelijk belang)NL
Dutch income tax box for dividends and gains on a substantial interest of 5% or more. In 2026 it taxes 24.5% up to EUR 68,843 and 31% above, per person. A top rate of 29.2% for 2027 to 2030 has been proposed.
Legal basis Income Tax Act 2001, Chapter 4 and Art. 2.12
- #Box 3 (sparen en beleggen)NL
Dutch income tax box for savings and investments, taxed at 36% on a deemed return. In 2026 the deemed return is 1.28% on savings and 6% on other assets, after a tax-free amount of EUR 59,357 per person. Taxation of actual returns is planned from 2028.
Legal basis Income Tax Act 2001, Chapter 5
- #BPM (belasting van personenauto's en motorrijwielen)NL
Dutch registration tax on cars and motorcycles, paid once when the vehicle is first registered in the Netherlands. It depends mainly on CO2 emissions, and imported used cars pay a reduced amount based on depreciation. It is included in the catalogue value used for bijtelling.
Legal basis Wet BPM 1992
- #Business permit (autorisation d'établissement)LU
Licence from the Ministry of the Economy that a Luxembourg company needs before it trades. Every permit tests real premises, a qualified manager who actually runs the business and integrity; crafts, real estate and some professions also need qualifications. The Ministry decides within three months of a complete file, and silence counts as approval; pure holdings generally need none.
Legal basis Law of 2 September 2011 on the right of establishment
C
- #Capital gains tax on financial assets (Belgium)BE
From 1 January 2026 Belgium taxes individuals' gains on financial assets at 10%, after an annual exemption of EUR 10,000. Values on 31 December 2025 serve as the reference, so earlier gains stay untaxed. Special regimes apply to substantial shareholdings.
Legal basis Law introducing a capital gains tax on financial assets (2026)
- #Carried interest (Luxembourg)LU
From tax year 2026, carry received by Luxembourg tax residents who manage alternative investment funds falls under two permanent regimes. Contractual carry is taxed at a quarter of the global rate, at most about 11.45%; carry linked to a participation is a speculative gain, exempt after six months for stakes below 10%. Investors no longer have to be repaid first.
Legal basis Bill no. 8590 amending the LIR (2026); Art. 99bis LIR
- #CASP (crypto-asset service provider)EU
A firm authorised under MiCA to provide services such as custody, exchange, trading platforms or transfers of crypto-assets. Minimum capital is EUR 50,000, 125,000 or 150,000 depending on the service class. A company holding crypto for its own account is not a CASP.
Legal basis Regulation (EU) 2023/1114, Arts. 3(1)(15), 59 and 67
- #Cayman tax (taxe Caïman, kaaimantaks)BE
Belgian look-through tax on income received by low-taxed foreign legal arrangements set up by Belgian residents. The founder is taxed as if he received the income himself; a Luxembourg SPF is a typical target. Real businesses taxed normally abroad fall outside.
Legal basis Income Tax Code 1992, Art. 5/1
- #CBAM (Carbon Border Adjustment Mechanism)EU
EU charge on embedded emissions in imports of iron and steel, aluminium, cement, fertilisers, hydrogen and electricity. Since 2026 importers above 50 tonnes a year need authorised declarant status. The first annual declaration is due by 30 September 2027.
Legal basis Regulation (EU) 2023/956, as amended by Regulation (EU) 2025/2083
- #CFC rules (controlled foreign company)LUNLEU
Rules that let a parent's country tax undistributed passive income of a low-taxed subsidiary. ATAD sets the minimum; Luxembourg and the Netherlands apply it, and owners' home countries apply their own versions. Real substance within the EU is the escape.
Legal basis ATAD Arts. 7 and 8; Art. 164ter LIR; Wet Vpb 1969, Art. 13ab
- #Commissaire (supervisory auditor)LU
Internal statutory auditor that a small Luxembourg SA, and an SARL with more than 60 shareholders, must appoint when no approved statutory auditor is required. Larger companies above the audit thresholds need a réviseur d'entreprises agréé instead. The commissaire need not be a qualified accountant.
Legal basis Law of 10 August 1915 (supervisory auditor)
- #Conditional withholding tax (bronbelasting)NL
Dutch withholding tax on interest, royalties and, since 2024, dividends paid to affiliated companies in jurisdictions on the Dutch low-tax list or in abusive situations. The rate equals the top corporate tax rate, 25.8% in 2026. It works alongside the ordinary dividend tax.
Legal basis Withholding Tax Act 2021 (Wet bronbelasting 2021)
- #Conserverende aanslag (protective assessment)NL
When a Dutch resident with a substantial interest emigrates, the growth in value of the shares up to departure is taxed at box 2 rates by a protective assessment. Payment is deferred, within the EU for life, but dividends and a sale trigger collection in instalments.
Legal basis Income Tax Act 2001, Art. 4.16(1)(h); Collection of State Taxes Act 1990, Art. 25(8)
- #Corporate income tax (Luxembourg) (IRC, impôt sur le revenu des collectivités)LU
Luxembourg national tax on company profit: 16% above EUR 200,000 and 14% up to EUR 175,000 in 2026, with a transition band in between. A 7% employment fund surcharge and municipal business tax come on top, 23.87% combined in Luxembourg City. Budget bill no. 8800 plans 15% from 2027, 22.80% combined.
Legal basis Art. 174 LIR
- #Cross-border conversionLUNLEU
Moving a company's registered office to another member state while keeping its legal personality, contracts and history. Plan four to six months. Luxembourg also accepts companies from outside the EEA if their home law allows; the Netherlands does not.
Legal basis Directive (EU) 2019/2121; Law of 10 August 1915; Civil Code Book 2
- #CRS (Common Reporting Standard)EU
OECD standard for automatic exchange of financial account information, applied in the EU through DAC2. Banks, insurers and funds report accounts of non-residents, including controlling persons of passive entities, to their tax office. A Luxembourg life policy is reported to the policyholder's home country this way.
Legal basis Directive 2014/107/EU (DAC2)
- #CSA (Code des sociétés et des associations, WVV)BE
The Belgian Code of Companies and Associations, in force since 2019, which reduced company forms to four main ones: SRL, SA, SC and partnerships. It abolished minimum capital for the SRL and introduced distribution tests and the alarm-bell procedure in their current form. It also governs non-profit associations and foundations.
Legal basis Code of Companies and Associations of 23 March 2019
- #CSSF (Commission de surveillance du secteur financier)LU
Luxembourg's financial regulator for banks, investment firms, funds, AIFMs, payment institutions and crypto-asset service providers. It approves SIFs, SICARs and regulated funds, but not RAIFs or unregulated SCSps. It also enforces DORA and MiCA locally.
Legal basis Law of 23 December 1998 establishing the CSSF
D
- #DAC6 (mandatory disclosure of cross-border arrangements)EU
EU rule requiring intermediaries, or taxpayers, to report cross-border arrangements that meet at least one hallmark; some hallmarks count only if a tax advantage is a main benefit. In Luxembourg the report is due within 30 days, and fines reach EUR 250,000. Lawyers bound by secrecy notify their client instead.
Legal basis Directive (EU) 2018/822; Luxembourg Law of 25 March 2020
- #DAC7 (platform reporting)EU
EU rule requiring digital platform operators to collect and report information on sellers of goods, services and rentals each year. Tax authorities exchange the data within the EU. Creators and sellers should expect their platform income to be known to their tax office.
Legal basis Directive (EU) 2021/514; Luxembourg Law of 16 May 2023
- #DAC8 (crypto-asset reporting)EU
Since 1 January 2026 crypto-asset service providers serving EU users collect each customer's tax residence and tax ID and report transactions and transfers every year. The 2026 data is exchanged in 2027. Non-EU countries follow through the OECD CARF.
Legal basis Council Directive (EU) 2023/2226
- #DAFT (Dutch-American Friendship Treaty)NL
Treaty that lets US citizens obtain a Dutch residence permit as self-employed by investing EUR 4,500 in their own business. It is the easiest Benelux route for American founders. The business can be a sole proprietorship or a B.V.
Legal basis Treaty of Friendship, Commerce and Navigation between the Netherlands and the United States (1956)
- #Deelnemingsvrijstelling (participation exemption (Netherlands))NL
Dutch exemption of dividends and capital gains received from a subsidiary in which the company holds at least 5%, with no holding period. Low-taxed portfolio subsidiaries can fail it and receive a credit instead. Payments deductible at the subsidiary are excluded.
Legal basis Wet Vpb 1969, Art. 13
- #DGA (directeur-grootaandeelhouder)NL
A director-major shareholder: an individual who, alone or with a partner, holds a substantial interest of 5% or more in the B.V. he works for. A DGA must be paid a customary salary and holds box 2 shares. Many Dutch tax rules, from pensions to company cars, have specific DGA versions.
Legal basis Wage Tax Act 1964, Art. 12a; Income Tax Act 2001, Chapter 4
- #Directors' fees (Luxembourg) (tantièmes)LU
Fees paid to board members of a Luxembourg company for their board role. They carry a 20% withholding that is final for most non-residents and are not deductible for the company. Since the CJEU's TP judgment, directors acting for the board and bearing no economic risk charge no VAT.
Legal basis LIR (withholding on directors' fees); CJEU C-288/22 TP, 21 December 2023
- #Dissolution without liquidationLU
A solvent Luxembourg company with one shareholder can be dissolved in a single notarial deed, with the shareholder taking over all assets and liabilities. It typically takes a few weeks, against three to six months for a voluntary liquidation. Luxembourg levies no withholding tax on liquidation proceeds.
Legal basis Civil Code, Art. 1865bis; Law of 10 August 1915
- #Distribution tests (Belgium) (net asset test and liquidity test)BE
Before an SRL distributes, the general meeting checks that net assets do not become negative, and the board confirms that the company can pay its debts for at least twelve months. Directors who distribute in breach are liable. Shareholders may have to repay unlawful distributions.
Legal basis CSA, Arts. 5:142 and 5:143
- #Dividend exemption for individuals (Luxembourg)LU
Luxembourg resident individuals pay income tax on only half of dividends from fully taxable EU companies and companies from treaty countries with comparable tax. The 15% withholding is credited. Gains on shares are tax-free after six months for stakes of 10% or less.
Legal basis Art. 115, No. 15a LIR
- #Dividend withholding tax (Belgium) (précompte mobilier, roerende voorheffing)BE
Belgium withholds 30% on dividends, reduced for VVPRbis shares and the liquidation reserve. EU parents holding at least 10% for one year are exempt under the Parent-Subsidiary Directive, and treaties reduce the rate for others. For Belgian resident individuals it is normally the final tax.
Legal basis Income Tax Code 1992, Arts. 261 et seq. and 269
- #Dividend withholding tax (Luxembourg) (retenue à la source sur dividendes)LU
Luxembourg withholds 15% on dividends paid by a fully taxable company. EU, EEA and treaty-country parents holding at least 10%, or a stake that cost EUR 1.2 million, for twelve months are exempt if the structure is genuine. There is no withholding on interest or liquidation proceeds, and the return is due within eight days of payment.
Legal basis Arts. 146 to 149 LIR
- #Dividendbelasting (Dutch dividend tax)NL
Dutch withholding tax of 15% on dividends and other profit distributions by Dutch companies, including liquidation distributions above paid-in capital. EU, EEA and treaty parents holding at least 5% are exempt if the structure is not abusive. The return and payment are due within one month of the distribution.
Legal basis Dividend Tax Act 1965 (Wet DB 1965), Arts. 1, 4 and 5
- #Domiciliation agent (domiciliataire de sociétés)LU
A regulated professional that provides a company's registered office in Luxembourg under a written domiciliation agreement. Only banks, financial sector professionals, lawyers, auditors and chartered accountants may act as one, and they must know the beneficial owner. A domiciliation address alone does not satisfy the business permit or substance requirements.
Legal basis Law of 31 May 1999 on the domiciliation of companies
- #DORA (Digital Operational Resilience Act)EU
EU regulation applying since 17 January 2025 to banks, payment institutions, investment firms, authorised AIFMs, CASPs and insurers. It requires ICT risk management, incident reporting and specific terms in ICT contracts. In Luxembourg the CSSF and CAA enforce it.
Legal basis Regulation (EU) 2022/2554
- #DRD (dividends received deduction)BE
Belgian participation exemption: a company deducts 100% of qualifying dividends if it holds at least 10% of the capital or a stake that cost EUR 2.5 million, for at least one year, and the profit was subject to tax. From tax year 2026 a stake meeting only the EUR 2.5 million test must also be a financial fixed asset, except for small companies. Capital gains on such shares are exempt under the same conditions.
Legal basis Income Tax Code 1992, Arts. 202 to 205
E
- #EAPO (European Account Preservation Order)EU
EU order that freezes a debtor's bank accounts in another member state, before or after judgment, without warning the debtor. The creditor must show the claim is likely and that enforcement is at real risk. It is the cross-border version of saisie-arrêt.
Legal basis Regulation (EU) No 655/2014
- #Earnings stripping (interest limitation)NLLUEU
Cap on net interest deductions under ATAD. The Netherlands allows the higher of 24.5% of fiscal EBITDA or EUR 1 million, with no escapes; Luxembourg 30% of EBITDA or EUR 3 million, with a standalone exemption and an equity ratio escape. Disallowed interest is carried forward in both.
Legal basis ATAD Art. 4; Wet Vpb 1969, Art. 15b; Art. 168bis LIR
- #eCDF (electronic Centralised Data Format)LU
Luxembourg platform for filing annual accounts in the standard chart of accounts format and for some tax returns. Accounts approved within six months of the year-end are filed through eCDF and deposited with the RCS within one more month, by 31 July for a December year-end. Small companies file abridged accounts.
Legal basis Law of 19 December 2002 on the RCS and annual accounts
- #Eenmanszaak (sole proprietorship)NL
Dutch sole trader business, registered with the KvK but without separate legal personality. Profit is taxed in box 1 after the entrepreneur deductions and the SME profit exemption. Many freelancers start here and move to a B.V. at around EUR 100,000 of profit.
Legal basis Trade Register Act 2007; Income Tax Act 2001, Arts. 3.74 to 3.79a
- #Employment fund surcharge (contribution au fonds pour l'emploi)LU
Surcharge of 7% levied on Luxembourg corporate income tax, so 16% becomes 17.12% before municipal business tax. Individuals pay a 7% or 9% surcharge on their income tax. It is part of every Luxembourg combined rate quoted on our site.
Legal basis Law on the employment fund; Art. 174 LIR
- #Enterprise Chamber (Ondernemingskamer)NL
Specialised chamber of the Amsterdam Court of Appeal for company disputes. It handles inquiry proceedings into mismanagement and can order immediate measures, such as suspending directors or transferring shares to a trustee. Shareholders with sufficient stakes can apply.
Legal basis Arts. 2:344 to 2:359 BW
- #Enterprise counter (guichet d'entreprises, ondernemingsloket)BE
Approved private office that registers companies and sole traders in the KBO, checks business skills where required and activates VAT. In 2026 it charges EUR 111.50 per establishment unit. Non-EU founders can act through one from abroad.
Legal basis Code of Economic Law, Book III
- #EORI (Economic Operators Registration and Identification number)EU
Customs identification number every business needs to import or export goods to or from the EU. In the Netherlands it is NL plus the RSIN, in Belgium BE plus the enterprise number, and in Luxembourg the VAT number itself. It is separate from the VAT number.
Legal basis Union Customs Code, Regulation (EU) No 952/2013, Art. 9
- #European Payment OrderEU
EU written procedure for undisputed cross-border money claims, available in all member states except Denmark. If the debtor does not oppose it within 30 days, the order is enforceable across the EU without exequatur. It suits unpaid invoices against foreign customers.
Legal basis Regulation (EC) No 1896/2006
- #European Small Claims ProcedureEU
EU written procedure for cross-border claims of up to EUR 5,000, using standard forms and usually no hearing. The judgment is enforceable across the EU without exequatur. It is cheaper than ordinary proceedings for small invoices.
Legal basis Regulation (EC) No 861/2007, as amended
- #Excessive borrowing rule (Wet excessief lenen)NL
A Dutch substantial shareholder who owes his companies more than EUR 500,000 on 31 December pays box 2 tax on the excess as a deemed dividend. Home mortgages are partly excluded. The cabinet proposes lowering the threshold to EUR 100,000 by 2031.
Legal basis Act on excessive borrowing from one's own company; Income Tax Act 2001, Chapter 4
- #Exit taxLUNLEU
Tax on unrealised gains when a company moves its residence or assets out of a country. Within the EU it can be paid in five yearly instalments, and the arrival state must accept the exit value. Individuals face separate national exit taxes, such as the Dutch protective assessment.
Legal basis ATAD Art. 5; Art. 38 LIR; Wet Vpb 1969, Arts. 15c and 15d
- #Expat regime (Belgium)BE
Belgian special tax regime for recruited taxpayers and researchers since 2022. Expats earning at least EUR 70,000 can receive 35% of their pay as tax-free cost allowance. It replaces the old administrative expat regime.
Legal basis Income Tax Code 1992 (special regime for impatriate taxpayers and researchers)
F
- #FASTER (Faster and Safer Relief of Excess Withholding Taxes)EU
EU directive introducing a common EU digital tax residence certificate and fast-track relief or refund procedures for withholding tax on listed securities. Member states apply it from 1 January 2030. It does not change treaty rates.
Legal basis Council Directive (EU) 2025/50
- #FID (fonds interne dédié)LU
Dedicated internal fund inside a Luxembourg unit-linked life insurance policy, managed for one policyholder. It starts at EUR 125,000, and the investor category decides what it may hold. The assets sit with an independent custodian, segregated from the insurer.
Legal basis Luxembourg insurance law and CAA rules on unit-linked policies
- #Fiducie (fiduciary contract)LU
Luxembourg contract under which a fiduciary holds assets in a separate estate for a principal, outside the reach of the fiduciary's own creditors. Families use it, alongside recognised foreign trusts, where Luxembourg has no private foundation. Beneficial owners behind it are registered.
Legal basis Law of 27 July 2003 on trusts and fiduciary contracts
- #Financial collateral arrangement (share pledge)LU
Luxembourg pledge over shares, receivables or bank accounts, made by private agreement and perfected by a share register entry or the account bank's acceptance. It is enforced without a court, by appropriation, private sale, auction or set-off. It is protected against Luxembourg and foreign insolvency proceedings.
Legal basis Law of 5 August 2005 on financial collateral arrangements
- #Financial plan (plan financier, financieel plan)BE
Document that Belgian founders give the notary to justify that the SRL's initial equity is sufficient for its planned activities for at least two years. It contains projections, funding sources and assumptions. If the company fails within three years with manifestly insufficient equity, the founders can be held liable.
Legal basis CSA, Arts. 5:3, 5:4 and 5:16
- #Fiscal representative (fiscaal vertegenwoordiger)NLBEEU
A local person appointed to handle VAT obligations for a foreign company, often jointly liable for its VAT. The Netherlands requires one for non-EU importers using an Article 23 licence; Luxembourg does not require one for non-residents. Some countries require it for all non-EU businesses.
Legal basis VAT Directive 2006/112/EC, Art. 204; Turnover Tax Act 1968
- #Fiscale eenheid (fiscal unity)NL
Dutch corporate tax group: a parent and its Dutch subsidiaries held at 95% or more file one return and offset profits and losses. Transactions inside the unity are ignored for tax. All members are jointly liable for the group's corporate tax.
Legal basis Wet Vpb 1969, Art. 15
- #Flex-B.V. (Flex B.V. Act 2012)NL
The 2012 reform of Dutch B.V. law that abolished minimum capital and made the company much more flexible. Articles may now create non-voting or non-profit shares, impose obligations on shareholders and make the transfer blocking clause optional. Distributions became subject to the 2:216 test instead of capital maintenance.
Legal basis Arts. 2:178, 2:192, 2:195 and 2:228 BW (in force 1 October 2012)
G
- #GAAR (general anti-abuse rule)EU
Rule allowing tax authorities to ignore arrangements put in place mainly to obtain a tax advantage that defeats the purpose of the law and are not genuine. ATAD requires one in every member state; Luxembourg has an abuse-of-law rule and the Netherlands applies fraus legis. Parent-subsidiary relief has its own version.
Legal basis ATAD Art. 6; Luxembourg StAnpG § 6; Directive 2011/96/EU, Art. 1(2)
- #Gebruikelijk loon (customary salary)NL
The minimum salary a working DGA must take from his B.V.: the highest of EUR 58,000 for 2026, the salary in the most comparable job and the highest salary of other employees. A lower amount is possible only if the company proves it is customary. Start-ups using the WBSO R&D credit may pay the statutory minimum wage for up to three years.
Legal basis Wage Tax Act 1964, Art. 12a
- #GPSR responsible personEU
Under the General Product Safety Regulation, every consumer product sold in the EU since December 2024 needs an economic operator established in the EU who is responsible for its safety. Marketplaces remove listings without one. Non-EU sellers usually appoint a service provider.
Legal basis Regulation (EU) 2023/988
H
- #Highly skilled migrant (kennismigrant)NL
Dutch residence permit for non-EU employees hired by a recognised sponsor, with a salary of at least EUR 5,942 a month for those aged 30 and over in 2026. A founder can be employed by his own B.V. if it is a recognised sponsor. Lower thresholds apply to younger and recently graduated employees.
Legal basis Aliens Decree 2000; IND salary criteria 2026
- #Holiday allowance (vakantiegeld)NL
Mandatory 8% of annual gross salary paid on top of pay in the Netherlands, usually in May or June. It is part of the employer's cost from the first employee.
Legal basis Minimum Wage and Minimum Holiday Allowance Act (WML)
- #Hybrid mismatchLUNLEU
An outcome where a payment is deductible in one country but not taxed in the other, or deducted twice, because the countries classify an entity or instrument differently. ATAD2 neutralises it by denying the deduction or taxing the income. US check-the-box entities and LLCs are frequent sources.
Legal basis ATAD2 (Directive (EU) 2017/952); Art. 168ter LIR; Wet Vpb 1969, Arts. 12aa to 12ag
I
- #IFICI (NHR 2.0)EU
Portuguese tax incentive for scientific research and innovation that replaced the NHR regime from 2024. Qualifying new residents generally receive foreign dividends tax-free for ten years, outside blacklisted jurisdictions. Ordinary Portuguese residents pay 28% on dividends instead.
Legal basis Portuguese Tax Benefits Statute (EBF), Art. 58-A
- #Impatriate regime (Luxembourg)LU
Luxembourg relief for newly arrived employees earning at least EUR 75,000, who can exempt half their salary for eight years. It applies to recruitment and intra-group secondment under conditions. It reduces tax on real salary, not on dividends.
Legal basis Art. 115, No. 13b LIR (reformed from 1 January 2025)
- #Innovation box (innovatiebox)NL
Dutch regime that taxes qualifying profit from self-developed intangibles at 9%. Patents and copyrighted software qualify, trademarks never, and the benefit is limited by the nexus approach. Smaller taxpayers enter with an R&D declaration (WBSO).
Legal basis Wet Vpb 1969, Art. 12b
- #Interim dividend (acompte sur dividendes)LUNL
A dividend paid during the financial year, before the annual accounts are approved. In Luxembourg it needs authority in the articles, interim accounts showing sufficient distributable profit and a decision within two months of those accounts. In the Netherlands the board must still pass the 2:216 distribution test.
Legal basis Law of 10 August 1915; Art. 2:216 BW
- #IP regime (Luxembourg)LU
Luxembourg exempts 80% of net income from qualifying intellectual property, giving an effective rate of about 4.8% in Luxembourg City. Only patents and copyrighted software qualify, never trademarks, and the benefit follows the nexus approach: the share of R&D done by the company itself. Pillar Two groups are topped up to 15%.
Legal basis Art. 50ter LIR
J
- #Judicial reorganisation (réorganisation judiciaire)LU
Luxembourg court procedure for a company in difficulty that wants to continue, by amicable agreement, collective agreement with creditors or transfer of the business. It stops enforcement for up to four months, extendable to twelve in total. Conciliation and out-of-court agreements are lighter options under the same law.
Legal basis Law of 7 August 2023 on business preservation
K
- #KBO / BCE (Crossroads Bank for Enterprises)BE
The Belgian central register of enterprises, which gives every company its enterprise number. A company receives its number when its deed is filed at the court registry; activation for VAT and the establishment units follows through an enterprise counter. The enterprise number also serves as the VAT number with the BE prefix.
Legal basis Law of 16 January 2003 on the Crossroads Bank for Enterprises; Code of Economic Law, Book III
- #KOR (kleineondernemersregeling, small business scheme)NL
Dutch VAT exemption for small businesses with turnover up to EUR 20,000 a year. A business that opts in charges no VAT and deducts none, which suits sellers to consumers. Since 2025 an EU version allows businesses from other member states to use it too.
Legal basis Turnover Tax Act 1968, Arts. 25 et seq.
- #KvK (Kamer van Koophandel, Dutch Chamber of Commerce)NL
Keeper of the Dutch trade register and the UBO register. A B.V. is registered by the notary, and the one-off fee is EUR 85.15 in 2026. Annual accounts are deposited with the KvK, which must dissolve a B.V. that, for example, has neither published accounts nor filed a corporate tax return for a year.
Legal basis Trade Register Act 2007 (Handelsregisterwet 2007)
- #KYC (know your customer)EU
Customer due diligence that banks, notaries and service providers carry out under AML law: identifying the client and its beneficial owners, understanding the purpose of the relationship and monitoring it. Enhanced checks apply to high-risk countries and complex structures. A clear structure chart shortens it.
Legal basis Directive (EU) 2015/849; Regulation (EU) 2024/1624, Arts. 19 to 26; Wwft; Luxembourg Law of 12 November 2004
L
- #Late payment interestLUNLBEEU
Between businesses, interest runs automatically from the day after the due date at the ECB rate plus 8 points, 10.40% in Luxembourg for the second half of 2026. The creditor may also claim EUR 40 per invoice for recovery costs. The rule comes from the EU Late Payment Directive.
Legal basis Directive 2011/7/EU; Luxembourg Law of 18 April 2004 as amended
- #LBR (Luxembourg Business Registers)LU
The public body that runs the RCS, the RBE and the RESA, and the online portal through which filings are made. Since 21 September 2026 it enforces late register filings with daily penalties and can strike off persistently non-compliant companies. A dormant company stays subject to these duties.
Legal basis Law of 19 December 2002 on the RCS; Law of 13 January 2019 on the RBE
- #Legal reserve (réserve légale)LU
Luxembourg companies must allocate 5% of each year's net profit to a legal reserve until it reaches 10% of the share capital. The reserve cannot be distributed. For an SARL with EUR 12,000 capital the target is EUR 1,200.
Legal basis Law of 10 August 1915, Art. 461-1
- #Liquidation reserve (réserve de liquidation, liquidatiereserve)BE
Belgian SME regime that lets a company set aside after-tax profit in a special reserve against a separate upfront tax, and later distribute it at a reduced withholding rate after a waiting period, or free of further tax on liquidation. The rates and waiting periods were changed by the programme laws of 2025 and 2026; check the current figures for your year. It competes with VVPRbis as a way to extract profit.
Legal basis Income Tax Code 1992, Art. 184quater
- #LOB (limitation on benefits)EU
Treaty clause, typical of US treaties, that grants benefits only to residents passing objective tests such as ownership by qualified persons, listing or an active business. Unlike the PPT, it draws bright lines rather than asking about intentions. A Luxembourg or Dutch company owned by third-country persons may fail it.
Legal basis OECD Model Art. 29(1) to (7); US treaties with Luxembourg and the Netherlands
M
- #Melding betalingsonmacht (notification of inability to pay)NL
A Dutch company that cannot pay wage tax, VAT or pension premiums must notify the Belastingdienst within two weeks of the due date. Without a timely notification the directors are presumed personally liable for the unpaid tax. With it, they are liable only if the failure was due to mismanagement.
Legal basis Collection of State Taxes Act 1990, Art. 36
- #MiCA (Markets in Crypto-Assets Regulation)EU
EU regulation for crypto-asset issuers and service providers, fully applicable since 30 December 2024. Every crypto-asset service provider serving EU clients needs authorisation; transition periods ended by 1 July 2026. The firm needs an EU registered office, effective management in the EU and an EU-resident director.
Legal basis Regulation (EU) 2023/1114
- #Minimum net wealth tax (impôt sur la fortune minimum)LU
The floor of the Luxembourg net wealth tax that most holdings actually pay. It depends on the balance sheet total and runs from EUR 535 to EUR 4,815 a year, whether or not the company makes a profit. It keeps running while a company is dormant.
Legal basis Net Wealth Tax Law (VStG), § 8, as amended by the Law of 19 December 2024
- #MKB-winstvrijstelling (SME profit exemption)NL
Dutch exemption of 12.7% of business profit for entrepreneurs in box 1, after the self-employed deduction. It applies to sole traders and partners, not to B.V.s. Together with the starter deduction it reduces the effective rate on freelance profit.
Legal basis Income Tax Act 2001, Arts. 3.79 to 3.79a
- #MLI (Multilateral Instrument)EU
OECD multilateral convention that modified many existing tax treaties at once to add BEPS measures, notably the PPT and tie-breaker rules for dual-resident companies. Each state chose which treaties and which provisions to cover. Some older treaties, such as the 1971 Netherlands–Spain treaty, are not covered.
Legal basis Multilateral Convention to Implement Tax Treaty Related Measures (2016)
- #Moniteur belge (Belgisch Staatsblad, Belgian Official Gazette)BE
Belgium's official gazette, where extracts of company deeds, director appointments and changes to the articles are published through the court registry. Publication makes these acts enforceable against third parties. Formation is complete for practical purposes once the deed appears there and in the KBO.
Legal basis CSA, Art. 2:14
- #Municipal business tax (MBT, ICC, impôt commercial communal)LU
Luxembourg local profit tax levied by the commune on top of corporate income tax. In Luxembourg City it is 6.75%, after a EUR 17,500 allowance for companies; other communes apply other rates. Together with 16% corporate income tax and the 7% surcharge it gives the 23.87% combined rate for 2026.
Legal basis Municipal Business Tax Law
N
- #N.V. (naamloze vennootschap)NL
Dutch public limited company, used for listings and some regulated businesses. Unlike the B.V. it has a minimum issued capital of EUR 45,000 and stricter capital maintenance rules. Most private clients use a B.V. instead.
Legal basis Civil Code Book 2, Arts. 2:64 et seq. BW (capital: Art. 2:67)
- #NBB filing (Central Balance Sheet Office)BE
Belgian companies file their annual accounts with the Central Balance Sheet Office of the National Bank of Belgium. The deadline is 30 days after approval and at the latest seven months after the year-end, 31 July for a calendar year. Late filing brings fees that rise with the delay.
Legal basis CSA, Arts. 3:10 and 3:12
- #Net wealth tax (impôt sur la fortune)LU
Annual Luxembourg tax on a company's unitary value, broadly its net assets. The rate is 0.5% up to EUR 500 million and 0.05% above; shares in qualifying subsidiaries are excluded. Individuals do not pay it.
Legal basis Net Wealth Tax Law (VStG), § 8
- #Net wealth tax reserve (réserve IF)LU
Luxembourg relief that reduces net wealth tax by setting aside, in a restricted reserve kept for five years, an amount equal to five times the reduction. The reduction is limited by the corporate income tax of the year.
Legal basis Net Wealth Tax Law (VStG), § 8a
- #Nominee directorLUNL
A professional who sits on a board for a client. It is legal in Luxembourg and the Netherlands when provided by a regulated firm, but the real owner is always the registered UBO. A nominee who does not really decide does not create tax residence or substance.
Legal basis Wtt 2018; Luxembourg Law of 31 May 1999; AML laws
O
- #OSS / IOSS (One-Stop Shop)EU
EU VAT schemes that let a business declare VAT on distance sales and B2C services across the EU in one quarterly return in one country. IOSS covers imported parcels up to EUR 150. Marketplaces act as deemed supplier for many consumer sales.
Legal basis VAT Directive 2006/112/EC, Title XII, Chapter 6
- #Overdrachtsbelasting (Dutch transfer tax)NL
Tax on acquiring Dutch real estate, and on shares in real estate companies. Since 2026 it is 8% for residential investment property and 10.4% for other property. Buyers of a real estate B.V. pay it on the property value.
Legal basis Wet op belastingen van rechtsverkeer 1970
P
- #Parent-Subsidiary DirectiveEU
EU directive that removes withholding tax on dividends between EU companies and avoids double taxation at the parent, for stakes of usually 10% or more. It contains an anti-abuse rule for arrangements that are not genuine. It is the basis of the Dutch and Luxembourg exemptions for EU parents.
Legal basis Council Directive 2011/96/EU
- #Participation exemption (Luxembourg)LU
Luxembourg exemption of dividends and capital gains received by a fully taxable company from qualifying subsidiaries. The holding must own at least 10% or a stake that cost EUR 1.2 million (EUR 6 million for gains) for at least twelve months. Payments deductible at the subsidiary are excluded, and the parent-subsidiary anti-abuse rule applies.
Legal basis Art. 166 LIR; Grand-Ducal Regulation of 21 December 2001
- #Payment order (Luxembourg) (ordonnance de paiement)LU
Written procedure for an undisputed money claim against a Luxembourg debtor. It goes to the Justice of the Peace up to EUR 15,000 and to the President of the District Court above. If the debtor does not object, the order becomes enforceable.
Legal basis New Code of Civil Procedure, Arts. 129 et seq.
- #PeppolBEEU
International network and standard for exchanging structured e-invoices. Since 1 January 2026 companies established in Belgium must issue and receive structured B2B e-invoices for domestic supplies, in practice over Peppol, with penalties from EUR 1,500 to EUR 5,000. Luxembourg and the Netherlands plan similar mandates.
Legal basis Belgian Law of 6 February 2024; Peppol BIS Billing 3.0
- #Permanent establishment (PE)EU
A fixed place of business, or a dependent agent, through which a foreign company carries on business in a country, which then taxes the profit attributable to it. Local staff or a home office used by a manager can create one. Treaties define it and exclude preparatory activities.
Legal basis OECD Model Art. 5
- #Pillar Two (global minimum tax)LUNLBEEU
Groups with consolidated revenue of EUR 750 million in two of the four preceding years must pay at least 15% tax in every country. The Benelux countries apply a domestic top-up tax, the income inclusion rule and the undertaxed profits rule. The first information returns, for 2024, were due on 30 June 2026.
Legal basis Council Directive (EU) 2022/2523; Luxembourg Law of 22 December 2023; Dutch Minimum Tax Act 2024
- #Place of effective management (POEM)EU
The place where the key management and commercial decisions of a company are in substance made. It decides tax residence under many treaties, so a Benelux company run from another country can become resident there. Board meetings held and decisions really taken locally are the evidence.
Legal basis OECD Model Art. 4(3) and Commentary; MLI Art. 4
- #PPT (principal purpose test)EU
Treaty anti-abuse rule: a benefit is denied if obtaining it was one of the principal purposes of an arrangement, unless granting it fits the object and purpose of the treaty. It now sits in most treaties, including those of Luxembourg and the Netherlands. Real business reasons documented at the time are the best defence.
Legal basis OECD Model Art. 29(9); MLI Art. 7
- #Private foundation (Belgium) (fondation privée, private stichting)BE
Belgian foundation with a disinterested purpose, created by notarial deed, that may not distribute to its founders outside that purpose. Its main family use is certification: the foundation keeps the votes while children receive certificates. Asset-holding foundations pay an annual tax.
Legal basis Code of Companies and Associations, Book 11
- #Professional card (carte professionnelle, beroepskaart)BE
Permit that non-EU nationals generally need to run a business themselves in Belgium as self-employed, including as active company directors. It is issued by the regions and takes around three months. Owning shares without managing does not require it.
Legal basis Regional legislation on the professional card (Brussels, Flanders, Wallonia)
Q
- #QDMTT (qualified domestic minimum top-up tax)LUNLBEEU
The Pillar Two top-up tax a country levies on low-taxed group entities in its own territory, so that it, rather than the parent's country, collects the tax. Luxembourg, the Netherlands and Belgium all apply one. Safe harbours keep most countries at zero top-up.
Legal basis Council Directive (EU) 2022/2523, Art. 11
R
- #RAIF (reserved alternative investment fund)LU
Luxembourg fund for well-informed investors that launches without CSSF approval because its authorised external AIFM is supervised instead. It pays a 0.01% subscription tax, or can opt for a SICAR-style regime if it invests only in risk capital. It can take the form of a company or a partnership, including an SCSp.
Legal basis Law of 23 July 2016 on reserved alternative investment funds
- #RBE (Registre des bénéficiaires effectifs)LU
Luxembourg register of beneficial owners, kept by the LBR. Every registered entity files the individuals who ultimately own or control it, and updates the entry within one month of a change. Access is restricted to authorities, obliged entities and persons with a legitimate interest.
Legal basis Law of 13 January 2019 establishing the Register of Beneficial Owners
- #RCS (Registre de commerce et des sociétés)LU
Luxembourg trade and companies register, kept by the LBR. Companies file their formation documents, managers, registered office and annual accounts there, and changes must be filed within one month. Late or missing filings bring fines and, since 2022, the risk of administrative dissolution.
Legal basis Law of 19 December 2002 on the RCS and annual accounts
- #Regulation 883/2004 (EU social security coordination)EU
EU regulation deciding which single country's social security applies to people working in more than one member state. Someone who works in one country is insured there; someone working in several is insured in the residence country if at least 25% of the work is done there. A framework agreement allows telework up to 49%.
Legal basis Regulation (EC) No 883/2004, Arts. 11 to 16; Regulation (EC) No 987/2009
- #RESA (Recueil électronique des sociétés et associations)LU
Luxembourg's electronic official gazette for companies and associations, run by the LBR. Deeds such as formations, amendments to the articles and capital reductions take effect against third parties once published there. Creditors' time limits, for example on a capital reduction, run from publication.
Legal basis Law of 19 December 2002 on the RCS; Law of 10 August 1915
- #Reverse chargeEU
Mechanism under which the business customer, not the supplier, accounts for VAT on a cross-border B2B service. A UK or other foreign company can sell services to EU businesses without registering for VAT. The invoice must state that the reverse charge applies.
Legal basis VAT Directive 2006/112/EC, Arts. 44 and 196
S
- #SA (Belgium) (société anonyme, NV)BE
Belgian public limited company with a minimum capital of EUR 61,500. It suits larger companies, listings and investors who want a capital-based company. It can be run by a single director, a board or a two-tier structure.
Legal basis Code of Companies and Associations, Book 7 (capital: Art. 7:2)
- #SA (Luxembourg) (société anonyme)LU
Luxembourg public limited company with a minimum capital of EUR 30,000, at least 25% paid up at formation. It is the form for listings, public offers, bond issues and more than 100 shareholders, and is run by a board or a management board with a supervisory board. Its shareholders do not appear on the RCS, so the share register is the key ownership record.
Legal basis Law of 10 August 1915 (SA provisions)
- #Saisie-arrêt (attachment of bank accounts)LU
Garnishment by which a creditor freezes money a third party, usually a bank, owes to the debtor. In Luxembourg it is authorised by a judge or based on a title and then validated in court. Across borders the EAPO does the same job.
Legal basis Luxembourg New Code of Civil Procedure, Arts. 693 et seq.
- #SARL (S.à r.l., société à responsabilité limitée)LU
The default Luxembourg private limited company, for operating companies and holdings alike. It needs EUR 12,000 of capital, a notarial deed and at most 100 shareholders; for companies formed since 2 June 2026 the capital can be paid in cash within twelve months. Transfers of shares to outsiders need approval by 75% of the capital, which the articles may lower to 50%.
Legal basis Law of 10 August 1915, Arts. 710-1 et seq. (capital: Art. 710-5)
- #SARL-S (SARL simplifiée)LU
Simplified Luxembourg SARL that individuals can form from EUR 1 of capital by private deed, without a notary. Only individuals may hold shares, each person may hold one SARL-S, and the company needs a business permit for its activity. It converts into an ordinary SARL by notarial deed once capital reaches EUR 12,000 or a company is to become a shareholder.
Legal basis Law of 10 August 1915 (SARL-S provisions introduced by the Law of 23 July 2016)
- #SAS (Luxembourg) (société par actions simplifiée)LU
Flexible Luxembourg company introduced by the 2016 company law reform, with the same EUR 30,000 capital as the SA. The articles have wide freedom over management and governance, which suits joint ventures and investor vehicles. It cannot offer its shares to the public.
Legal basis Law of 10 August 1915, as amended by the Law of 10 August 2016
- #SCS (société en commandite simple)LU
Luxembourg common limited partnership with legal personality, combining at least one general partner with unlimited liability and limited partners. It is tax transparent for corporate income tax and, if it carries on no commercial activity, outside municipal business tax. It is used for funds, co-investment and carried interest vehicles.
Legal basis Law of 10 August 1915 (limited partnerships)
- #SCSp (société en commandite spéciale)LU
Luxembourg special limited partnership without legal personality, introduced in 2013 on the model of the English limited partnership. It is tax transparent, pays no subscription tax and its partnership agreement is largely private, which makes it the standard wrapper for private equity, real estate and family pools. Above the AIFMD thresholds it needs an authorised AIFM.
Legal basis Law of 10 August 1915 (special limited partnership); Law of 12 July 2013 on AIFMs
- #Securities accounts tax (taxe annuelle sur les comptes-titres)BE
Belgian annual tax of 0.15% on securities accounts with an average value above EUR 1 million. It applies to accounts held by residents anywhere and to Belgian accounts of non-residents. Anti-abuse rules target splitting and conversion.
Legal basis Income Tax Code 1992 / Code of miscellaneous duties and taxes (securities accounts tax)
- #Securitisation undertaking (organisme de titrisation)LU
Luxembourg vehicle that acquires or assumes risks and funds them by issuing notes or, since 2022, taking loans, with legally ring-fenced compartments. Its commitments to investors are deductible, so the company form pays corporate tax only on a small margin, and there is no withholding tax on its payments. It needs CSSF authorisation only if it issues to the public on a continuous basis.
Legal basis Law of 22 March 2004 on securitisation, as amended in 2022
- #Shelf companyLUNL
A company formed in advance and sold without activity, giving an older incorporation date but no track record. Banks run full KYC on the new owners, and liabilities and tax history stay with the company. Dutch losses are lost on a 30% change of ownership unless an exception applies.
Legal basis Wet Vpb 1969, Art. 20a; Luxembourg abuse-of-law rule
- #SICAR (société d'investissement en capital à risque)LU
CSSF-supervised Luxembourg vehicle for investment in risk capital, typically private equity and venture capital. It pays no subscription tax, and in corporate form its income and gains from risk capital securities are exempt from corporate income tax. Approval typically takes several months.
Legal basis Law of 15 June 2004 on the SICAR
- #SIF (specialised investment fund)LU
Luxembourg fund for well-informed investors that is approved and supervised by the CSSF before launch. It pays a 0.01% subscription tax and, below the AIFMD thresholds, may manage itself. Investors who require a directly supervised product often insist on it.
Legal basis Law of 13 February 2007 on specialised investment funds
- #SME rate (Belgium)BE
Qualifying Belgian small companies pay 20% instead of 25% on the first EUR 100,000 of profit. One condition is paying at least one director a minimum remuneration, EUR 45,000 or the taxable profit if lower; a rise to EUR 50,000 was adopted in 2026, so check the first year it applies.
Legal basis Income Tax Code 1992, Art. 215
- #Social minimum wage (Luxembourg) (salaire social minimum)LU
Statutory minimum pay in Luxembourg, EUR 2,771.33 a month for unskilled and EUR 3,325.59 for qualified workers from 1 June 2026. It is indexed and periodically raised by law. It is also the base for self-employed social contributions.
Legal basis Labour Code, Arts. L.222-1 to L.222-12
- #SOPARFI (société de participations financières)LU
Market name for an ordinary, fully taxable Luxembourg company, usually an SARL or SA, used as a holding. It is not a separate legal form: its value comes from the participation exemption on qualifying dividends and gains and from 0% withholding on interest and liquidation proceeds. Unlike an SPF it has treaty access, so it needs real board decisions and substance in Luxembourg.
Legal basis Art. 166 LIR; Law of 10 August 1915
- #Source of fundsEU
Evidence of where the specific money entering a company or account comes from, such as share capital, a loan or a sale. Banks ask for a paper trail: bank statements, dividend resolutions, sale agreements or tax returns. Unexplained transfers from abroad are a main reason for onboarding delays.
Legal basis Wwft; Luxembourg Law of 12 November 2004; Regulation (EU) 2024/1624
- #Source of wealthEU
Evidence of how the owner built up his overall wealth, as opposed to the source of a particular payment. Banks and administrators ask for it for beneficial owners, especially in enhanced due diligence. A short written narrative backed by documents works best.
Legal basis Directive (EU) 2015/849; Regulation (EU) 2024/1624
- #Speculative gainLU
Gain realised by a Luxembourg resident individual on shares sold within six months of purchase, taxed at ordinary rates. Gains on stakes of 10% or less held longer are tax-free. Budget bill no. 8800 proposes to extend the period to twelve months from 2027.
Legal basis Art. 99bis LIR
- #SPF (société de gestion de patrimoine familial)LU
Luxembourg family wealth company limited to holding and managing financial assets for private investors. It pays no corporate income, municipal or net wealth tax, only a 0.25% annual subscription tax capped at EUR 125,000, and nothing on the dividends it pays out. In exchange it may not run a business, hold real estate directly or claim treaty benefits.
Legal basis Law of 11 May 2007 on the SPF
- #SRL (société à responsabilité limitée, BV)BE
Belgian private limited company and the default form since the 2019 company law reform. It has no minimum capital but needs sufficient initial equity backed by a financial plan, and is formed before a notary. Distributions must pass a net asset test and a liquidity test.
Legal basis Code of Companies and Associations, Book 5
- #STAK (stichting administratiekantoor)NL
A Dutch foundation that holds shares and issues depositary receipts to the economic owners. The STAK keeps the votes while receipt holders take the dividends, which makes it the standard tool for family succession and employee equity. Business succession relief can apply to gifts of receipts.
Legal basis Art. 2:285 BW (foundation); Income Tax Act 2001 and Inheritance Tax Act 1956
- #Stichting (foundation)NL
Dutch foundation: a legal entity without members or shareholders, created by notarial deed to realise a purpose with assets. It may not pay its founders or board, and may pay others only for an idealistic or social purpose. Family foundations are taxed through their founders and heirs under the separated private assets rules.
Legal basis Art. 2:285 BW
- #Subscription tax (taxe d'abonnement)LU
Annual Luxembourg tax on the net assets of funds and of the SPF, in place of corporate income tax. RAIFs and SIFs pay 0.01%, the SPF 0.25%, while SCSps and SICARs pay none. It is paid quarterly on the value of the assets.
Legal basis Law of 17 December 2010; Law of 13 February 2007; Law of 23 July 2016; Law of 11 May 2007
- #Substance (economic substance)LUNLEU
The real presence that makes a company resident and entitled to treaty and directive relief: directors who decide locally, premises, staff or outsourced capacity, a bank account and books. Tax authorities test it against the company's function, not against a fixed checklist. It is the common defence against PPT, CFC and beneficial ownership challenges.
Legal basis OECD Model Art. 4(3); ATAD; national anti-abuse rules
- #Substance requirements (Netherlands) (substance list)NL
Dutch list of minimum presence for service entities: half the board resident, decisions and bank in the Netherlands, own books, at least EUR 100,000 of wage costs and an office for 24 months. Meeting it no longer gives a safe harbour against anti-abuse rules. Tax residence still depends on where the company is really managed.
Legal basis Implementing Decree on International Assistance in Tax Matters, Art. 3a
T
- #Tax treaty (double tax convention)EU
Agreement between two states allocating taxing rights and reducing withholding taxes to avoid double taxation. Most Benelux treaties follow the OECD Model and include the PPT through the MLI. Benefits are conditional on residence, beneficial ownership and absence of abuse.
Legal basis OECD Model Tax Convention; bilateral treaties
- #Tax unity (intégration fiscale)LU
Luxembourg tax consolidation that lets a parent and its 95% Luxembourg subsidiaries offset profits and losses in one corporate tax computation. Horizontal unity between sister companies under a common parent is also possible. It runs for at least five years.
Legal basis Art. 164bis LIR
- #Turbo liquidation (turboliquidatie)NL
Immediate dissolution of a Dutch B.V. that has no assets left, without a liquidator or creditor period. The directors must file a final statement with the KvK within 14 days and remain liable if creditors were prejudiced. If assets remain, a regular liquidation of three to six months is needed.
Legal basis Art. 2:19(4) BW
U
- #UBO register (Belgium)BE
Belgian register of beneficial owners kept by FPS Finance. Directors file and confirm the beneficial owners after incorporation and each year, and update them within one month of a change. Fines apply to the company and its directors.
Legal basis Law of 18 September 2017, Arts. 73 to 75
- #UBO register (Netherlands) (UBO-register)NL
Part of the Dutch trade register holding the individuals who ultimately own or control a company. Changes must be filed promptly, within seven days, and failure to register is an economic offence. Public access was suspended after the CJEU judgment of November 2022.
Legal basis Trade Register Act 2007, Arts. 15a to 15c; Wwft
V
- #VAT group (Luxembourg)LU
Option for Luxembourg-established persons closely linked financially, economically and organisationally to be treated as one VAT taxable person. Supplies inside the group are outside VAT, which helps groups with exempt activity such as funds and finance. Members are jointly liable for the group's VAT.
Legal basis LTVA, Art. 60ter (Law of 6 August 2018)
- #Vennootschapsbelasting (Vpb, corporate income tax)NL
Dutch corporate income tax: 19% on the first EUR 200,000 of taxable profit and 25.8% above in 2026, unchanged under the 2027 plan. Losses carry back one year and forward without limit, above EUR 1 million only against half of profit. The return is due five months after year-end, extendable.
Legal basis Wet Vpb 1969, Art. 22
- #ViDA (VAT in the Digital Age)EU
EU VAT package adopted in March 2025. It brings a single VAT registration for more businesses from 2028 and mandatory intra-EU B2B e-invoicing with near-real-time digital reporting from 1 July 2030. Member states may already require domestic e-invoicing.
Legal basis Council Directive (EU) 2025/516
- #VIES (VAT Information Exchange System)EU
European Commission system for checking whether a customer's VAT number is valid for intra-EU supplies. Since the 2020 Quick Fixes a valid customer VAT number and a correct recapitulative statement are conditions for 0% on intra-EU supplies, so keep the consultation number. Formats: NL + 9 digits + B + 2 digits, BE + 10 digits, LU + 8 digits.
Legal basis Council Regulation (EU) No 904/2010, Art. 31; Directive (EU) 2018/1910
- #VVPRbisBE
Belgian reduced withholding rate on dividends from new shares issued for cash by qualifying SMEs since July 2013. After a waiting period it is 18% on dividends paid from 1 July 2026, 15% before. The standard rate is 30%.
Legal basis Income Tax Code 1992, Art. 269, § 2
W
- #Wet DBA (Deregulation of the Assessment of Employment Relationships Act)NL
Dutch rules on whether a freelancer is in fact an employee, with the client then liable for wage tax and premiums. Since 2025 the Belastingdienst enforces them actively again. A B.V. does not automatically protect against reclassification.
Legal basis Wet deregulering beoordeling arbeidsrelaties; Wage Tax Act 1964
- #WHOA (Wet homologatie onderhands akkoord)NL
Dutch court-confirmed restructuring plan, in force since 2021, that lets a viable company bind dissenting creditors and shareholders. The debtor proposes the plan outside bankruptcy, classes vote and the court confirms it. It is the Dutch counterpart of a scheme of arrangement.
Legal basis Bankruptcy Act (Faillissementswet), Arts. 369 to 387
- #Wholly artificial arrangementEU
CJEU standard for when anti-avoidance rules may restrict EU freedoms: only arrangements that do not reflect economic reality. Since Cadbury Schweppes it underpins CFC and substance tests for EU companies. A company with real premises, staff and decisions is not wholly artificial.
Legal basis CJEU C-196/04 Cadbury Schweppes, 12 September 2006
- #WHT refund (withholding tax reclaim)EU
Reclaim of dividend tax withheld above the treaty rate, usually 15%, or above what a comparable resident would pay under EU law. Deadlines run from two to five years depending on the country. From 2030 the FASTER directive speeds up relief at source.
Legal basis Art. 63 TFEU; Council Directive (EU) 2025/50 (FASTER)
- #Wtt 2018 (Wet toezicht trustkantoren)NL
Dutch act regulating trust offices. Acting as a director of a company for a client, or providing an address with extra services, is a trust service that needs a licence from De Nederlandsche Bank. The licensed office must know the beneficial owner and the purpose of the structure.
Legal basis Wet toezicht trustkantoren 2018
- #Wwft (Dutch Anti-Money Laundering and Anti-Terrorist Financing Act)NL
The Dutch AML act that obliges banks, notaries, accountants, tax advisers and trust offices to identify clients and their beneficial owners, monitor transactions and report unusual ones. It is the reason banks ask for structure charts and source of funds. From July 2027 the EU AMLR applies directly alongside it.
Legal basis Wet ter voorkoming van witwassen en financieren van terrorisme
Knowing the words is step one
Tell us who owns what, where you live and what the company will do. We come back with the vehicle, the country and what it costs to form and run, in writing.