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is a global 15% minimum tax on very large company groups. It only applies if your group's combined revenue is €750m or more in at least two of the last four years. Below that, the top-up tax doesn't apply to you. Founders with €30m groups worry about it far too much, and groups close to the line often do far too little.

Does Pillar Two apply to my group?

Only if your group's consolidated revenue is €750m or more in at least two of the four preceding fiscal years. "Consolidated" means all the companies in your group added together as one. Below that, the GloBE rules (the "Global Anti-Base Erosion" rules, which are the technical name for Pillar Two) do not apply.

Some countries run their own minimum taxes with their own thresholds. Some have extended similar rules to large domestic groups. But €750m is still the core line.

The test in numbers
Revenue threshold
€750m consolidated group revenue
Years it must be met
At least two of the four preceding fiscal years
Minimum tax rate
15% effective rate per jurisdiction

How does the minimum tax actually work?

For groups in scope, the 15% is worked out country by country, using one common set of rules for the tax base (called GloBE income) and one common definition of which taxes count. If a country's effective tax rate (ETR, the share of profit actually paid as tax) comes in under 15%, a top-up tax is charged on the shortfall.

Three mechanisms collect that top-up, in this order of priority:

  • QDMTT (Qualified Domestic Minimum Top-up Tax): the low-tax country charges the top-up itself. Most countries that would otherwise lose the revenue have enacted one, because it keeps the money at home.
  • IIR (Income Inclusion Rule): the top-up is charged at the ultimate parent company, or an intermediate parent.
  • UTPR (Undertaxed Profits Rule): a backstop. It denies deductions, or makes an equivalent adjustment, where the income hasn't been topped up any other way.
Who collects the top-up, in order · 3 routes
Low-tax country
ETR under 15%
QDMTT, charged locally, comes first
Low-tax country
Group's parent company
IIR, applied at the ultimate or an intermediate parent
Parent's country
Group's other countries
UTPR, the backstop, denies deductions or makes an equivalent adjustment where income isn't otherwise topped up
Those countries

There is also a substance-based income exclusion. It's a carve-out based on payroll costs and tangible assets (buildings, equipment) in that country, and it reduces the profit exposed to top-up. So real people and real assets cut the charge, by design.

In the transition years, safe harbours based on country-by-country reporting (CbCR) data also spare many countries from the full calculation. The ongoing side-by-side and simplification work aims to cut compliance burden and coordinate with the US regime. The 15% floor stays where it is.

Waar zitten de grijze gebieden?

Pillar Two is mostly rules rather than judgement calls, but a few points need care. Nearly all of them concern how you use the substance carve-out, and what happens if a country hasn't signed up.

De grijze gebieden
Wat nog niet vaststaat, hoe sterk elk standpunt is en wat dat voor u kan betekenen.
  • Building up payroll and assets in a low-tax country mainly to shrink the top-upagressief

    Waarom het grijs isthe substance carve-out only works if payroll and assets are real, in that jurisdiction, and supportable, so manufactured substance defeats its own purpose

    Wat het voor u kan betekenenthe exclusion could fail and the top-up could apply in full

  • Relying on your parent country not having implemented the rulesvaststaand

    Waarom het grijs isnon-implementation by the parent state is not an exemption, because the UTPR backstop and other jurisdictions' rules can still reach the group

    Wat het voor u kan betekenenthe group could be charged elsewhere anyway

  • Structuring to dodge the parent-level IIR charge when the low-tax country has a QDMTTvaststaand

    Waarom het grijs isthe top-up is collected locally first, so the structuring achieves nothing

    Wat het voor u kan betekenencost with no benefit

Vaststaand = algemeen aanvaard · Discutabel = te verdedigen, maar kan worden aangevochten · Agressief = wordt waarschijnlijk aangevochten.Algemene informatie, geen financieel, fiscaal of juridisch advies. Een grijs gebied is niet verboden terrein: veel mensen nemen deze standpunten in. Ga erin met kennis van het risico, bewaar uw documenten en laat het toetsen aan uw eigen situatie.
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What should a group that's genuinely in scope do?

If you're over the line, there are five things to do. Take them roughly in this order.

  1. Data first, planning second. The calculation needs profit and tax data for each country, on a GloBE basis. Most groups find their systems can't produce it. Start with the data project.
  2. Test the safe harbours. The transitional CbCR safe harbours can take most countries out of the full calculation. Find out which apply before you model anything else.
  3. Check for a QDMTT. If the low-tax country has one, the top-up is collected there anyway. Structuring to avoid an IIR charge in the parent's country achieves nothing if the QDMTT gets there first.
  4. Use the substance carve-out. Where your activity is real, payroll and tangible assets reduce your exposure. That lines the tax answer up with the business answer, which is unusual and welcome.
  5. Check your tax incentives. Tax holidays and reduced rates may simply turn into top-up tax paid elsewhere. If so, the incentive delivers nothing to the group.

What if my group is below the threshold?

Read Pillar Two as a direction of travel, not an obligation. Three things follow.

  • Countries have changed their own rules. The UAE's 9% corporate tax, and its domestic minimum top-up for large groups, is the clearest example among our clients. The zero-tax era ended for reasons connected to this, and it won't come back.
  • Buyers and investors expect 15%. They increasingly check tax structures against a 15% yardstick, even where the rules don't bind. A structure with a 2% effective rate and no substance is a problem in a sale, whether or not Pillar Two applies.
  • Low rates can become a liability. If you plan for an effective rate under 15% and then grow into scope, the plan stops working. If €750m looks plausible within five years, build for the destination.
Should you plan for Pillar Two now?
Dit past waarschijnlijk bij u als
  • Your group could plausibly reach €750m of consolidated revenue within about five years
  • You expect to sell the business or take on investors who will check your tax structure
  • Your structure relies on a very low effective rate with little real activity behind it
Dit is waarschijnlijk niets voor u als
  • Your group is well below €750m and has no realistic path to it
  • You're considering a restructure purely "for Pillar Two" at a €50m group

What mistakes do we see most often?

  • Restructuring a €50m group "for Pillar Two". It isn't in scope. The cost is real and the benefit is zero.
  • Thinking the threshold applies per company or per country. It's consolidated group revenue, all the entities added together.
  • Inventing substance because of the carve-out. Payroll and assets must be real, in that jurisdiction, and supportable. (Hiring a receptionist for an empty office to shave a few euros off the top-up isn't a plan.)
  • Ignoring . Pillar Two works from the outcomes. Transfer pricing, the rules for pricing deals between companies in the same group, decides where the profit sits in the first place. The transfer-pricing file remains the primary document.

Veelgestelde vragen

Does Pillar Two make offshore structures pointless?

No. For the vast majority of privately held groups it doesn't apply, and for those in scope, structures backed by substance and real activity remain effective.

Is the €750m test on revenue or profit?

Consolidated revenue, in at least two of the four preceding fiscal years.

What if my parent jurisdiction hasn't implemented it?

The UTPR backstop and other jurisdictions' rules can still reach the group. Non-implementation by the parent state is not an exemption.

Should a growing group plan for it now?

If you can see €750m within a few years, design the structure so that substance sits where profit sits. That's good design whatever the rules say.