Dutch Ministry of Finance issues VAT guidance on securities intermediary services

On 15 October 2025, the Dutch Ministry of Finance published a decree providing guidance on the value added tax (''VAT'') exemption for intermediary services in securities transactions (the ''Decree''). The Decree clarifies the scope of ''intermediary services'', particularly in the context of share transactions

1. Background

Intermediary services in securities transactions may constitute a VAT-exempt transaction under circumstances. The relevant VAT exemption applies to transactions, including intermediary services but excluding custody and management services, relating to securities and other negotiable instruments. The Decree addresses in particular the various activities performed in practice that result in share transactions, where service providers often assist parties wishing to sell their business or an interest therein via a share transaction, or to acquire another business. 

2. Intermediary services

The Decree first addresses the scope of ''intermediary services'' in securities transactions in general. According to established case law of the Court of Justice of the EU, intermediation is the act of 'doing what is necessary' to enable parties to conclude a purchase or sale agreement. Activities constitute intermediation if they consist of searching for a contracting party for remuneration with the aim of ensuring that a purchase or sale agreement for securities is concluded with that party.

Intermediation in a securities transaction may comprise of a combination of activities including: 

• pointing a party to the opportunity to conclude a contract; 

• establishing contact with the other party on their behalf; and 

• negotiating the details of the agreement in the name and for the account of such party.

The objective content of the activities is decisive in determining whether intermediary services are provided. In this regard, the Decree provides some key characteristics: (i) parties do not have to be known by one another to be brought together by an intermediary, (ii) it is not decisive whether the agreement is in the end concluded (i.e. the aim to conclude the agreement is sufficient), (iii) the intermediary is not a party to the agreement and has no personal interest in the content of the agreement (i.e. the fact that the remuneration of the intermediary depends on the success of the transaction and the transaction value does not mean that the intermediary has a personal interest) and (iv) the intermediary acts on behalf of the relevant party. 

3. Intermediary services in share transactions

The Decree furthermore specifies the meaning of ''intermediary services'' for share transactions in particular. The process of buying or selling shares can be broadly divided into four phases:

• Orientation and introduction phase; 

• Information and preparation phase; 

• Negotiation phase; and

• Contract conclusion.

Based on the Decree, the Dutch State Secretary of Finance is of the view that a service provider who performs activities covering all four phases provides a single service that qualifies for the VAT exemption for intermediary services. If the process is terminated at any point, this would not be sufficient to preclude the applicability of the VAT exemption. In case an intermediary outsources activities, this does not have to lead to the non-applicability of the VAT exemption. The services provided by operators of stock exchanges may also qualify for the VAT exemption for intermediary services. If a service provider provides part of the activities as described in the four phases besides, for example, certain other services, the services may in principle nonetheless be subject to VAT if the services in relation to the share transaction could be considered subordinate to the other VAT-able services. 

Furthermore, the Dutch State Secretary of Finance is of the view that services that are purely material or technical and that do not lead to concluding a purchase or sale agreement for shares should not be in scope of the VAT exemption for intermediary services. In this regard, the Decree mentions the following examples of non-qualifying activities:

• A transaction involving only the provision of an information memorandum;

• Advice on the value of a business;

• Advice on 'streamlining' a business or assistance in making a business 'ready for sale';

• Advice on acquisition strategy;

• Legal services, such as drafting an (intention) agreement; or

• The provision of software and hardware that automatically matches buy and sell intentions for shares.

4. Final Remarks

Up until now, the VAT treatment of intermediary services was in practice prone to debate as there was unfortunately no clear guidance available. The Decree therefore provides helpful insights and practical guidance on the scope of the concept of ''intermediary services'', in particular in relation to share transactions.