Entity Setup
Entity Setup in the EU: Using Pillar 2, ATAD, and Withholding Changes to Structure Efficiently
With major developments in EU law — from Pillar 2 and ATAD to proposed removal of intra-EU withholding taxes — entity setup strategies are ripe for refresh.
By NomadicTax Research Team • 5-8 min read • August 27, 2026
## Core EU Rules That Shape Entity Setup
- **ATAD (Anti-Tax Avoidance Directive)** rules: minimum standards covering interest limitation, exit taxation, controlled foreign corporations, hybrid mismatches. These remain binding since implementation deadlines (e.g. Hybrid Mismatch Rule fully in force from 1 Jan 2022) and influence entity choice. ([taxation-customs.ec.europa.eu](https://taxation-customs.ec.europa.eu/taxation/business-taxation/anti-tax-avoidance-directive_en?utm_source=openai))
- **Pillar 2**: Entities in large multinational groups with ≧ €750 million revenue are subject to global minimum taxation; effective tax rates <15% in a jurisdiction lead to top-up taxes via Income Inclusion or Undertaxed Profits Rules. ([taxation-customs.ec.europa.eu](https://taxation-customs.ec.europa.eu/taxation/business-taxation/minimum-corporate-taxation_en?utm_source=openai))
- **Withholding tax changes** under the Omnibus proposal: abolition of cross-border withholding taxes on dividends, interest, royalties between EU companies could reduce complexity and costs of financial flows. ([taxation-customs.ec.europa.eu](https://taxation-customs.ec.europa.eu/news/european-commission-proposes-landmark-tax-simplification-package-streamline-compliance-and-boost-2026-06-24_en?prefLang=fi&utm_source=openai))
## Structuring Strategies Under Emerging Rules
- **Centralize EU entity jurisdictions**: Use jurisdictions with strong IIR domestic implementation and clarity on Pillar 2 transposition to host central functions. This helps with compliance under DAC and Pillar 2.
- **Avoid substance pitfalls**: With Pillar 2’s carve-outs (5% tangible asset, 5% payroll), simply being a shell entity without people/employees/assets is risky and offers little benefit. Substance matters more than ever. ([taxation-customs.ec.europa.eu](https://taxation-customs.ec.europa.eu/taxation/business-taxation/minimum-corporate-taxation_en?utm_source=openai))
- **Optimize financing and royalty flows**: Once withholding taxes between EU firms are abolished, previously higher-taxed structures for internal financing or IP licensing may become more efficient. Look for reorganizing so passive income resides in EU entities.
## Considerations for ATAD Compliance
- Hybrid mismatch rules: When setting up cross-border entities, avoid structures that create mismatch in tax treatment under national laws; EU rules mandate elimination of double deductions, mismatched timings. ([taxation-customs.ec.europa.eu](https://taxation-customs.ec.europa.eu/taxation/business-taxation/anti-tax-avoidance-directive_en?utm_source=openai))
- Exit taxation and controlled foreign corporations: Moving assets or profit centers must be evaluated under ATAD exit-tax rules or CFC rules; certain jurisdictions may impose deferred tax or immediate inclusion of profits.
## Example Structure Scenarios
- ***Scenario A***: A SaaS company with operations in Germany, Italy, and Poland, earning IP-based royalties. Under future withholding tax abolition, move their royalty flows through an EU entity rather than a non-EU holding, reducing friction and perhaps taxation. Ensure substance with employees and tangible assets in that entity to comply with Pillar 2.
- ***Scenario B***: A manufacturing group uses a subsidiary in Estonia for passive income collection. Given Pillar 2, they must verify that local effective tax rate (after carve-outs) isn't falling below 15%. If yes, top-up tax applies, so structuring for IIR or QDMTT is essential.
## Actionable Steps for Those Considering Formation or Reorganization
1. **Select jurisdiction based on Pillar 2 implementation track record**—time to enact top-up, digital infrastructure, treaty network.
2. **Ensure substance now**—office, staff, tangible assets, active operations will help under ATAD and Pillar 2.
3. **Map future passive income flows**—royalties, dividends, interest—and anticipate how withholding tax changes may affect them.
4. **Review group’s reporting obligations**—set systems for GIR (Global Information Return), ensure readiness for TTIR under DAC9.
5. **Use advisors familiar with both domestic implementation and cross-border effects** to avoid unwelcome surprises.
## Conclusion
Recent EU policy changes are tilting the playing field. With Pillar 2 firmly in force, ATAD still relevant, and proposals to remove withholding taxes within the EU, entity setup strategies need updating. Well-designed structures with substance, clear compliance systems, and foresight can yield efficiency and tax risk mitigation in this evolving landscape.