Fiscal investment institution

The Fiscal Investment Institution (FII or Dutch: FBI, Fiscale Beleggingsinstelling) offers a corporate income tax exemption, allowing individual shareholders to invest collectively in securities (including equities, bonds, derivatives), real estate, and more, without incurring higher taxes than if they were investing directly, without the FII as an intermediary. The key conditions for an FII are as follows:

  • The FII must be structured as an NV, BV, open fund for mutual account, or a comparable entity.
  • The FII’s objective and activities must be exclusively focused on portfolio investments.
  • The FII must maintain specific debt-to-equity ratios.
  • The FII is required to distribute its proceeds to shareholders within eight months after the end of the financial year, with at least 75% of these shareholders being qualifying shareholders. For fiscal years starting on or after August 1, 2007, these requirements differ based on the FII’s regulatory status, which falls into two categories:
    • Regulated FIIs: These are funds listed on a stock exchange, holding a license under the Dutch Financial Supervision Act, or foreign UCITS with a European passport. The restrictions for regulated FIIs include that no single (taxable or tax-transparent) shareholder (except another regulated FII) holds 45% or more of the shares, and no single individual may own 25% or more of the FII.
    • Non-regulated FIIs: For these, at least 75% of the FII’s shares must be owned by private individuals, regulated FIIs, and/or tax-exempt entities, with no private individual holding an interest of 5% or more.

Investment income distributed by the FII is generally subject to a 15% withholding tax (domestic rate on January 1, 2024), which may be reduced by the Netherlands unilaterally or under a bilateral double tax treaty. Distributable income is calculated by transferring capital gains to a tax-free reinvestment reserve, so these gains do not need to be included in the investment income to be distributed. However, certain limitations and clawback provisions apply.