Representatives of the company maintain there was no tax motive behind moving their headquarters from Spain to the Netherlands. They insist the reason was not to cut Spanish taxes or to chase lower Dutch rates, and they estimate the shift would only shave the overall tax burden by about 1% to 2%. An international taxation expert counters that this assessment might hold now, but the conversation could look different a few years down the line.
exempt dividends
One notable feature of the Dutch tax system is the treatment of repatriated dividends and the exemption on collecting dividends, royalties, or similar income. Spain’s regime remained similar until the 2021 State Budget, which capped the exemption at 95% of profits repatriated from abroad. This means 5% of repatriated dividends faced Corporate Tax in Spain. By relocating its holding company to the Netherlands, Ferrovial could reduce this tax bite. An analysis by Banc Sabadell estimated potential savings around 40 million euros.
Analysts warn Ferrovial’s move to the Netherlands could set a precedent for other companies
‘Tax decisions’: Special tax treaties
Corporate tax rates are not drastically different between Spain and the Netherlands, with roughly 25% in Spain and about 25.8% in the Netherlands. Earnings inside and outside the Netherlands are taxed under these rates. José María Peláez, a tax inspector, notes that in the Netherlands the tax administration uses bilateral agreements with large taxpayers that can, in practice, unlock broader exemptions. In several EU countries, “tax decrees” exist, but differences arise in how they translate into exemptions, a point highlighted by historical scandals. European authorities have urged closer scrutiny to curb covert state aid, yet progress has been limited. Susana Ruíz, Oxfam’s Tax Coordinator, points out that the Netherlands has implemented measures to curb aggressive practices, such as withholding tax rules enacted at the request of the European Commission, with some measures slated for 2024.
dutch sandwich
The Netherlands is known for the so‑called “Dutch sandwich,” along with favorable conditions for income from abroad and room for special administrative arrangements that minimize taxation. José María Peláez explains the Dutch system sometimes allows taxpayers to shift tax bases toward favorable jurisdictions for a nominal toll that may be very small. The so‑called “Dutch sandwich” complements the “double Irish,” which has linked profits to tax havens through Irish structures. Peláez notes that some authorities have discussed combining these strategies to further reduce tax burdens. The OECD advocates proportionate payments in the countries where business activity occurs. These debates have led to conversations about minimum effective tax rates, aiming for a baseline that covers all states.
Calviño expresses to Del Pino his dismay at Ferrovial’s departure to the Netherlands.
Center of attraction for companies
Under this tax framework, it is not surprising that a large share of the world’s leading corporations have financial centers or primary branches in the Netherlands. Having long owned subsidiaries there, Ferrovial has decided to elevate its status by basing the parent company in the Netherlands. A recent report on global corporate footprints shows a significant presence of Spanish groups in Dutch structures, with several Ibex members maintaining substantial Dutch operations. The implication is not necessarily tax evasion, but it can influence how and where payments are made, according to analyses from specialists. The Netherlands has become a magnet for foreign investment from Spain in some years, a trend noted by official data and research organizations. In the period 2015–2019, a notable amount of investment flowed through Dutch structures, fueling discussions about the role of the Netherlands as a hub for international business activity.