Intermediation in Securities Transactions – What It Covers

Intermediation in securities transactions refers to services whereby an intermediary assists in the purchase or sale of securities (tradable financial instruments), enabling the parties to conclude an agreement. The intermediary is not a party to the contract but plays a connecting role between buyer and seller.

In practice, there has long been uncertainty regarding which activities fall within the scope of the VAT exemption for intermediation in securities transactions. The new Decree on Intermediation in Securities Transactions, published on 15 October 2025, aims to remove this uncertainty and make the exemption more broadly applicable, particularly within corporate finance services.

Content of the Decree

The decree outlines when a service qualifies as a VAT-exempt intermediation service. The State Secretary describes the process of a share transaction in four phases:

• Orientation and introduction phase

• Information and preparation phase

• Negotiation phase

• Contract conclusion

Where the services provided cover all of these phases, they qualify as a VAT-exempt intermediation service. If the process is terminated prematurely, the exemption remains applicable; early termination does not cause the exemption to lapse. Conversely, services covering only one or several of these phases must be assessed separately to determine whether they qualify for the VAT exemption.

If an intermediary outsources certain activities, this does not automatically result in the loss of the exemption. For such ancillary activities, it must be assessed whether they form a distinct whole that is characteristic of and essential to the intermediation. The exemption does not apply to material or technical services that do not directly contribute to the conclusion of the agreement. Examples include purely advisory services or software that automatically matches buy and sell orders.

By contrast, parties that actively bring together buy and sell orders from third parties, such as operators of trading platforms, are considered to be carrying out intermediation services. These activities do fall within the scope of the VAT exemption.

Practical Implications

This decree provides greater clarity but may require a reassessment of the VAT treatment of services related to securities transactions. Service providers already treating their full-scope intermediation services as VAT-exempt generally do not need to make changes. However, providers who have so far charged VAT on corporate finance or M&A advisory services should assess whether these services now qualify as intermediation and therefore (partly) fall under the exemption.

For businesses purchasing such services, vigilance is equally important. Where a service qualifies as VAT-exempt, no VAT should be charged on the invoice. If VAT is nevertheless charged, it will not be deductible. If the service is correctly treated as taxable, VAT deduction remains possible in principle, depending on the activities of the recipient. It is therefore advisable to carefully review invoices from advisers to ensure that the correct VAT treatment is applied.

Final Remarks

The decree aligns with the case law of the European Court of Justice and entered into force on 16 October 2025. No transitional arrangements have been included, which may raise questions regarding its application in past situations. Practice will need to determine how this will be handled.

If you have questions about what this decree means for your organisation or services, we are happy to assist you in assessing its impact on your specific situation.

Do you have any questions? Please feel free to contact us.

Telephone: +31 6 39 227 277
Email: lvr@elviartax.com