Restructuring an International Group with a Dutch Entity: A Strategic Guide for 2026-2027

1. Introduction: Navigating Global Distress Through the Dutch Gateway

As we progress through 2026, international corporate groups continue to face a landscape defined by significant economic headwinds. The convergence of persistent over-indebtedness and the ever-present risk of insolvency has made traditional recovery paths increasingly arduous. For multinational organizations, the primary challenge is no longer just financial; it is jurisdictional. A fragmented approach to restructuring across multiple borders often results in value destruction and operational paralysis.

The Netherlands remains the premier “gateway” for global recovery via the WHOA (Wet Homologatie Onderhands Akkoord), known internationally as the “Dutch Scheme.” This framework provides a sophisticated, flexible mechanism for business preservation, allowing viable groups to restructure debt efficiently while maintaining operational stability. This guide, prepared by NextAccounting, explores the legal, financial, and tax frameworks essential for navigating the 2026-2027 transition and ensuring a resilient turnaround.

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2. The WHOA Framework: A Master Tool for Multinational Recovery

The WHOA is designed to prevent avoidable bankruptcies for businesses that are fundamentally viable but burdened by unsustainable debt. It allows a debtor to propose a private restructuring plan which, upon court confirmation (homologation), becomes binding on all affected stakeholders.

Core Principles of the WHOA:

• Debtor-in-Possession (DIP): Unlike traditional bankruptcy, management remains in full control. This continuity ensures that those with the deepest institutional knowledge drive the recovery.
• The “Cram-down” Provision: The court can confirm a plan even if certain classes of creditors dissent. This “cross-class cram-down” prevents minority holdouts from blocking a restructuring that serves the majority interest.
• No Creditor Worse Off Principle: A fundamental safeguard ensuring:
• No individual dissenting creditor is placed in a worse financial position than they would be in a standard liquidation.
• Stakeholders receive at least the value expected in a bankruptcy scenario.
• The reorganization value is distributed fairly across the various classes.

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3. Establishing Jurisdiction: Why Foreign Groups Use the Dutch Courts

Dutch courts are a global favorite for restructurings due to their efficiency and specialized expertise.

Centre of Main Interests (COMI)

For EU entities, jurisdiction follows the COMI—the location where the debtor conducts the administration of its interests on a regular basis, ascertainable by third parties. However, foreign groups can access the Dutch courts by demonstrating a “sufficient connection.”

Factors Establishing a Sufficient Connection:

1. Group Presence: The structure includes at least one Dutch subsidiary or parent.
2. Asset Location: Substantial assets (real estate, inventory, or receivables) are held within the Netherlands.
3. Legal Framework: Contracts are governed by Dutch law or include Dutch forum clauses.
4. Financial Ties: Cross-border guarantees involve Dutch entities or operations channeled through a Dutch holding company.

The efficiency of this system is unmatched. Specialized WHOA chambers are equipped to issue decisions within three to four weeks—and in urgent cases, within days. These timelines are further supported by the widespread use of digital hearings, providing rapid legal certainty.

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4. Priority and Financing: Lessons from the 2025 Supreme Court Rulings

Strategic planning must incorporate the 2024/2025 Supreme Court ruling in the IHC Case, which defined the boundaries of judicial intervention regarding forced financing.

### Important Note
A WHOA plan cannot be used to compel lenders to provide new financing or to honor existing credit commitments under amended terms. If a debtor is in default and the lender is no longer contractually obligated to provide funds, the court cannot force the continuation of working capital financing.

The Dutch Priority Rule (DPR)

While the court cannot force new money, it can alter the ranking of existing creditors. The Supreme Court confirmed that a WHOA plan may change the order of priority, including for those with in rem (property-based) rights. This facilitates “rescue” financing by lowering the rank of existing secured creditors, provided the Two-Limb Test is satisfied:

1. Reasonable Grounds: The restructuring must have objectively good prospects for success.
2. No Harm to Interests: Dissenting creditors must not be placed in a worse position than they would be if the existing priority ranking were respected.

While the “No Creditor Worse Off” test is a safeguard for individual dissenting creditors, the DPR serves as a safeguard for entire dissenting classes to ensure a fair distribution of value.

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5. Tax Classification and Financial Settlements in the 2026-2027 Landscape

Tax compliance is vital following the regulatory shifts of 1 January 2025.

New Entity Classification Rules

Since early 2025, Dutch and foreign partnerships are classified as “transparent” by default for tax purposes. A critical exception applies: this default transparency does not apply when a partnership is considered a Fund for Joint Account (FGR). This nuance is essential for multinational groups utilizing Dutch investment vehicles.

Changing Legal Structures

• Stakingswinst (Discontinuation Profit): Income tax is due on the profit calculated at the moment of discontinuation.
• Avoiding Final Settlement: To avoid an immediate “final settlement” with the Belastingdienst, a company must transfer its entire business to a BV and adhere to a three-year shareholding requirement, wherein the received shares cannot be sold.

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6. The Operational Roadmap: A 7-Step Restructuring Plan

Following the 2025-2026 KVK methodology, we advise management to adopt this roadmap:

1. Diligence and Diagnostics: Identify the root causes. Avoid vague “economic downturn” explanations; pinpoint specific liquidity gaps or lack of work.
2. SMART Action Planning: Define objectives that are specific, measurable, achievable, relevant, and time-bound. Timelines typically range from 1 to 6 months.
3. Communication Strategy: Keep announcements short and concrete. Vague messages damage trust. If layoffs are looming, explain the financial reality (e.g., inability to meet next month’s payroll).
4. Stakeholder Engagement: Assemble a feedback team from all organizational levels. Provide a 10-minute update every Friday; even “no news” prevents destructive assumptions.
5. Personnel Selection: Apply the “person follows work” principle. For redundancies, use the “last in, first out” (afspiegelingsbeginsel) principle, which requires categorizing staff by age groups and length of service to ensure a fair distribution of dismissals.
6. Respectful Redundancy: Manage layoffs with a personal touch. Beyond practical help like interview prep, offer a “personal walk” or a “handwritten card” to acknowledge the individual’s contribution. This human element is essential for organizational morale.
7. Finalization and Future-Proofing: Update payroll and redesign the organization to perform efficiently with the new headcount and legal structure.

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7. Cross-Border Insolvency Law: EU Regulations vs. Global Territoriality

EU Regulation 2015 (EIR 2015)

Within the EU, the principle of “Universality” allows one main proceeding at the COMI to be recognized across Member States. The Public Version of the Dutch Scheme is listed on Annex A of the EIR 2015 for automatic EU-wide recognition, while the Private Version remains confidential and requires alternative recognition paths.

Global Territoriality and Public Policy

In non-EU jurisdictions, “Territoriality” (the ‘grab rule’) often applies. While the Yukos Oil case law established that a foreign trustee may exercise power over assets in the Netherlands, the Supreme Court ultimately ruled that such proceedings must not violate Dutch public policy. In the Yukos case, the Russian proceeding was found to be a violation of this policy, underscoring the need for legitimate, transparent processes.

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8. Strategic Considerations for the 2026-2027 Transition Period

The Cooling-Off Period (Stay)

Management can request a stay on creditor actions for 4 months (extendable to 8 months). This prevents asset seizures and provides the stability needed to finalize the WHOA plan.

A Fresh Start in the EU

The 2026-2027 period aligns with the EU Start-up and Scale-up Strategy (2025), which prioritizes early intervention and debt discharge. This policy shift supports entrepreneurs’ “right to a fresh start,” ensuring that failed but honest business owners can quickly return to the economy.

Legitimate COMI Relocation

While “fraudulent forum shopping” is barred, the legitimate relocation of a COMI to the Netherlands is a valid strategic move. By relocating the actual center of management and supervision to a Dutch jurisdiction before filing, a group can access the sophisticated WHOA toolkit.

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9. Conclusion: The Value of Structured Resilience

The WHOA framework offers unparalleled value in preserving business integrity, jobs, and stakeholder value. While the 2026-2027 landscape is complex—marked by new tax classifications and evolving priority rules—the Dutch legal system provides a predictable, rapid path through distress. Structured resilience is the key to emerging from global instability as a future-proof organization.

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10. How NextAccounting can help you

NextAccounting provides the specialized financial, legal, and tax expertise required to navigate a WHOA procedure successfully. Our advisors are deeply versed in the 2026-2027 tax transition and the complexities of cross-border jurisdiction.

• Navigating the FGR exceptions and new tax transparency rules to prevent leakage.
• Drafting restructuring plans that satisfy the Two-Limb Test and “No Creditor Worse Off” requirements.
• Establishing a “sufficient connection” to Dutch courts for foreign entities.
• Managing the strict procedural requirements for court confirmation (homologation).

To ensure your restructuring plan meets the rigorous standards for court confirmation and global value preservation, reach out to our team for tailored advice.

Sources

• 2022-01-doc3 How are the Dutch doing with cross-border insolvency law? – Bob Wessels
• 2025 Year in Review: Key Trends in Cross-border Restructuring and What’s Next in 2026
• 3. The Regulation of Cross-Border Insolvency and Restructuring in the EU
• About us – Business.gov.nl
• Aurélie Camard | Abogados – Jones Day
• Bijzonder uitstel van betaling vanwege de coronacrisis – een …
• CROSS-BORDER INSOLVENCY PROCEEDINGS AND SECURITY RIGHTS – Radboud Repository
• Changing your company’s legal structure | Tax Administration – Belastingdienst
• Checklist for closing your business: what you need to do first – KVK
• Coming to the Netherlands | Business.gov.nl
• Cross-border Insolvencies: Recognition and Enforcement in EU Member States – GOV.UK