A Norwegian shipping group that wants a European holding platform runs into a problem that does not arise in other sectors. The Norwegian tonnage regime is not an allowance applied to a computation. It is a separate tax status, with conditions on what the company may own, what it may do, what flag its tonnage carries and how long it stays in. Reorganizing above such a company is straightforward. Reorganizing the company itself is how the status is lost.
The Netherlands has its own tonnage regime, close enough in shape that the two are often assumed to be interchangeable. They are not, and the differences decide where in the group each function sits.
Ten years, on both sides
Section 8-12, first paragraph, makes the election to enter the Norwegian regime binding for ten years for the individual company, and a company that leaves before the ten years expire can re-enter only after that period has run. There is no annual reassessment and no exit for a bad year.
The second paragraph adds a condition that changes acquisition planning. The election must be made jointly for all qualifying companies in the same group at the time the companies file their tax returns. A group cannot put one vessel-owning company inside the regime and leave a comparable one outside.
The Dutch regime works on the same ten year rhythm. Article 3.22, second paragraph of the Wet inkomstenbelasting 2001, applied to companies by article 8 of the Wet op de vennootschapsbelasting 1969, requires the request to be made in the first year in which the taxpayer has shipping profit from the business concerned, or in the tenth year or a multiple of it, and the third paragraph allows revocation only from the tenth year after the year tonnage first applied, or a multiple of that. Miss the window and the position is fixed for another decade on either side of the North Sea.
What the Norwegian company is allowed to own
Section 8-11 sets out a closed list of permitted assets. A company inside the regime may own ships in trade, vessels transporting personnel or supplies, tugs, contractor vessels and other auxiliary vessels in petroleum activity, financial assets, interests in pool cooperations, interests in partnerships and shares in companies whose income is determined under section 8-15, shares in other companies inside the regime, operating assets used in the qualifying activity, and vessels used on offshore wind installations.
The exclusions from the financial assets category are where a holding structure usually fails. Shares in unlisted companies whose income is not determined under section 8-15 are outside the list, as are partnership interests of the same kind and instruments giving rights over them. A company inside the regime therefore cannot hold an ordinary trading subsidiary, and cannot hold a Dutch holding company sitting outside the tonnage regime.
Two further conditions bite in practice. An ownership interest in the qualifying companies in letters e to g must be at least three per cent throughout the income year. And where the company realizes an asset so that the requirement to own a qualifying vessel or interest is no longer met, a replacement vessel must be acquired, or a binding newbuilding contract entered into, within one year, with a two year holding requirement afterwards. Failure means the company is treated as having left the regime on 1 January of the year of realization, a retroactive exit rather than a prospective one.
What it is allowed to do
Section 8-13 restricts the permitted activity inside the regime to the letting and operation of the company’s own and chartered ships and auxiliary vessels. The Ministry may allow strategic and commercial management, daily technical operation and maintenance of the company’s own and chartered vessels and those of group companies and pools, and other activity closely connected with the shipping business of the company or a group company inside the regime. The second paragraph confines the work effort to that activity.
The bareboat provisions in the fifth to ninth paragraphs limit chartering out on bareboat terms. Bareboat letting is letting where responsibility for manning the vessel does not rest with the lessor or a related company, and a related company is one in which the lessor has, directly or indirectly, ownership or voting rights of twenty five per cent or more, or the right to twenty five per cent or more of the profit, with the mirror case and consolidated groups also caught.
That twenty five per cent definition is the provision most likely to be broken by a reorganization rather than by a commercial decision. Diluting an interest in a manning company below twenty five per cent can convert a charter arrangement into bareboat letting for these purposes without anything changing on the water.
The flag condition, and the sixty per cent floor
Section 8-11, eighth paragraph, requires a company inside the regime to maintain or increase its share of tonnage registered in the European Economic Area compared with the share held on 1 July 2005, or on entry if later. The requirement does not apply so long as the company has at least sixty per cent of its tonnage registered in the Area, and where one company inside the regime controls another the share is computed on a combined basis. Tugs and vessels carrying dredged material must be registered in the Area.
The Dutch flag rules in the sixth paragraph of article 3.22 of the Wet inkomstenbelasting 2001 use the same sixty per cent figure for one of their alternatives, alongside a comparison against the position at 17 January 2004 or at the end of the first tonnage year, and a national level test set by ministerial regulation.
A group operating under both regimes therefore has two flag ratios to maintain, measured against different baselines and on different perimeters. A vessel transferred between a Norwegian and a Dutch entity for commercial reasons moves in both calculations at once.
What is still taxed inside the regime
The income rules in section 8-15 exempt a company inside the regime from tax on ordinary income, subject to the exceptions that follow. The second paragraph keeps interest income, gains on the realization of shares, currency gains and other financial income taxable unless the participation exemption in section 2-38 applies, and excludes gains and losses on the qualifying interests in section 8-11, first paragraph, letters d to g. The third paragraph brings a proportion of currency gains and losses on receivables and debt into charge, computed on the ratio of financial capital to total capital.
Against that, section 8-16 imposes an annual tonnage charge on ships and auxiliary vessels the company owns, computed on net tonnage at rates set by the Storting, with the Ministry able to reduce them for vessels meeting environmental requirements. It also applies to chartered-in vessels where the owner is not taxable in Norway on the hire.
For 2026, section 5-1 of the tax resolution sets 90 øre per day per 100 net tonnes for the first 1 000 net tonnes, then 18 kroner per day per 1 000 net tonnes up to 10 000, 12 kroner up to 25 000, and 6 kroner above. The Dutch tonnage table in article 3.23 runs at 9.08 euro per day per 1 000 net tons up to 1 000, then 6.81 euro to 10 000, 4.54 euro to 25 000, 2.27 euro to 50 000 and 0.50 euro above, with a further 1.77 euro above 50 000 for vessels outside two defined cases, and a reduction of 75 per cent where the taxpayer performs full crew and technical management for another party.
Falling out, and the two months to put it back
The exit rules in section 8-17 treat a company as having left the regime from the income year in which either taxation under ordinary rules is claimed or the conditions in sections 8-11 to 8-13 are broken. Since section 3-3 of the tax resolution charges companies at 22 per cent for 2026, an unplanned exit converts a charge measured in kroner per day into ordinary corporate tax on the year’s profit.
The third paragraph provides the cure. A company is not treated as having left where a breach of section 8-11 or of section 8-13, first and second paragraphs, is corrected within two months of the breach arising, and where the breach is immaterial or due to circumstances outside the company’s control the two months run instead from the point at which the company should have discovered it.
Two months is short, and in the ordinary case it runs from when the breach arose rather than from when it was noticed. That is an argument for monitoring the asset list and the flag ratio continuously rather than at year end.
Where the Dutch company fits
The second paragraph of section 8-10 is the provision most groups have not read. The rules in sections 8-11 to 8-20 also apply to a company resident in another state within the Area that corresponds to a Norwegian limited company and carries on only activity described in section 8-13 with tax liability under section 2-3, first paragraph, letter b, or under the petroleum tax act. A Dutch BV with a Norwegian taxable presence can therefore be inside the Norwegian regime rather than merely adjacent to it.
The Dutch regime imposes its own location condition in the other direction. Article 3.22, fifth paragraph, requires management of the ship in the Netherlands to an important extent with an EU or EEA flag and ownership or bareboat charter, or predominantly commercial management in the Netherlands alongside at least one ship managed under the first limb, or a time or voyage charter subject to a cap under which the annual total of net day tonnages of chartered vessels not flying an EU or EEA flag may not exceed 75 per cent, or full crew and technical management performed in the Netherlands for another party with an EU or EEA flag.
The two provisions point the same way. Neither regime rewards a holding company that does nothing. Norway extends its regime to a Dutch entity that carries on the shipping activity and is taxable in Norway on it. The Netherlands applies its regime only where the management is genuinely performed in the Netherlands. A holding company placed between them to own shares, with no vessel and no management, sits outside both.
Building it so the regime survives
The sequence that works puts the Dutch holding above the Norwegian tonnage companies and never below them, because the asset list in section 8-11 does not admit shares in a company outside the regime. It settles the group election before any acquisition completes, because section 8-12 requires all qualifying group companies to enter together. And it keeps corporate development and financing outside the regime, because section 8-13 confines both the activity and the work effort inside it.
The flag ratio and the asset list are best treated as covenants rather than as tax positions. A ten year binding period, a two month cure and an exit dated back to 1 January of the year of breach are the features of a regime that punishes drift. The structure has to be built so that ordinary commercial decisions do not reach the entity that holds the status.
This article is informational and does not constitute tax advice. Each engagement is subject to scope and applicable regulation.