For an asset-owning BV, profitable leasing may still produce an unexpected corporate tax bill.
The buyer has the forecast open on the table. Lease payments arrive each month from group companies. The BV owns the equipment, the assets have a purpose, and the tax schedule shows substantial historic losses.
The calculation seems simple. Future profit goes down, tax stays modest, and the acquisition price looks better. Then someone asks what kind of losses those actually are.
That question can change the deal. A loss shown in a tax schedule is not automatically available against every later profit. Kennisgroepen Belastingdienst position KG:011:2026:5 brings that point into sharp focus for operational leasing.
The published case concerned restricted holding and financing losses from 2014 through 2018. Since 2021, the BV had earned profit solely through operational lease activities for connected companies. That profit could not absorb the old losses.
The number needs a legal identity
Former article 20(4) of the Dutch Corporate Income Tax Act, the Wet Vpb 1969, restricted losses from companies engaged almost entirely in holding participations or financing connected entities.
The rule ended on 1 January 2019. Its history remains active, however, because article 34i Wet Vpb 1969 preserves the regime for qualifying losses originating before 2019. A company can change its business model while an old loss keeps its original tax character.
The Kennisgroep draws the distinction plainly. Financing concerns obtaining or providing funds. Operational lease concerns granting use of an asset for payment while the lessor retains legal and economic ownership.
For the former holding-loss rule, operational lease is not financing. The current profit therefore does not carry the character required for the historic restricted loss.
This is more than a technical distinction between lease models. Tax losses should not be valued as if they were cash. Their worth depends on their origin, formal status and the activity producing today's profit.
The contract tells the tax story
This matters to asset-holding groups and can matter to property structures as well. A management presentation may describe a BV as a group financing vehicle because it buys equipment, vehicles or installations and charges another group company for their use.
That description may feel commercially natural. The agreements can tell a different tax story.
Who owns the asset? Who bears residual-value risk? Who arranges maintenance and insurance? Is the customer paying for use, or effectively financing an acquisition?
Those questions are not drafting decoration. They establish the source and character of the income.
The same care belongs in real-estate structures. Rent, service charges, management fees, loans and rights of use may sit within one group. A tax provision may treat them differently, even when the group describes them all as property income.
Return to the buyer at the table. The rent roll may be sound and the lease payments may arrive on time. Yet the expected tax shelter can remain unavailable because present earnings and the historic loss do not legally belong together.
That changes the cash available for debt service, distributions and the purchase price.
Formal decisions matter too
The tax schedule alone does not tell the whole story. For a pre-2019 loss to carry restricted holding-loss status, that qualification had to be established through a formal appealable decision alongside the loss determination.
The assessment history therefore matters as much as the spreadsheet showing the remaining balance.
A serious review connects loss decisions, corporate-income-tax returns and correspondence with current contracts, the asset register and the group structure. Where a BV has moved from holding participations to lending, asset ownership or operational leasing, the timeline should be visible.
Without that timeline, management may know the amount of the loss while missing the conditions attached to it.
Even a legally usable loss may leave a tax bill in a strong year. For profits from 2022 onwards, annual loss set-off is limited to €1 million plus 50 per cent of taxable profit above €1 million.
A BV can therefore carry losses forward and still pay corporate income tax. That distinction belongs in cash planning. A balance available over time is not the same as relief available this year.
A transaction adds another gate
A share sale or restructuring can add a separate restriction. Belastingdienst guidance states that losses are generally no longer available for carry-forward when the ultimate interest in a company changes by 30 per cent or more, subject to statutory tests and exceptions.
The operational-lease question and the ownership-change question stand beside each other. First, the company must establish whether current profit has the required character for the old loss. Then it must consider whether a sale, succession or reorganisation has separately affected that loss.
Here, governance becomes concrete. The board should understand which tax value is presented to a lender, investor or buyer, who has tested it, and which assumptions support it.
An old loss belongs in a valuation as a conditional tax attribute. It is not a discount coupon attached to the BV.
Good Dutch business reasoning often rests on clean distinctions. Ownership is not use. Lease income is not automatically financing income. An accounting balance is not necessarily available tax relief.
A profitable company can still face a tax payment while carrying historic losses. The calm response is to give those losses their legal history before relying on them in a forecast or price.
The lease income can be entirely real. The expected tax shelter may still be out of reach.
Before relying on historic losses in a forecast or valuation, have their legal status, origin and usability reviewed against the BV’s current activities and transaction history.
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
