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Navigating Pillar Two: Corporate Taxation and Valuation Strategies

Ensuring Fair Corporate Taxation: A Guide to Pillar Two Rules

Pillar Two rules ensure that large multinational companies pay at least a 15% minimum corporate tax rate in all the countries they operate in. This rule aims to prevent profit shifting to low-tax jurisdictions. The main mechanism is an income inclusion rule, supported by undertaxed profits and subject to tax rules. Countries can also impose their own version of this rule, called qualified domestic minimum top-up tax, ensuring it’s fully credited against taxes elsewhere.

Key points:

  • Applies to multinational groups with annual revenues over EUR750 million.
  • Each country must adopt its own rules, especially EU states.
  • Some exclusions and safe harbors exist.
    • If a group’s effective tax rate in a country is below 15%, they’ll face a top-up tax. This applies to the parent company initially, but a country’s own top-up tax can override this. If some profits remain undertaxed, other group companies might be liable.
    • These rules apply for accounting periods starting on or after December 31, 2023, for income inclusion, and after December 31, 2024, for undertaxed profits.

The Goal of Pillar Two OECD

Pillar Two aims to level the global tax playing field for multinational corporations. Previously, these large organizations faced varying corporate tax laws across different countries, leading to complexities in investments and tax planning.

The preliminary regulations established in December 2021 delineated the extent and timeframe of application, while the directives issued in December 2022 introduced safe harbor provisions and alleviation of penalties. Furthermore, administrative guidance provided in February 2023 clarified various elements, including the primacy of QDMTT over CFC regulations and the distribution of GILTI as CFC taxation.

Pillar Two Implementation Timeline

Established in 2023, Pillar Two is set to be implemented from the start of 2024, following OECD recommendations. However, the Undertaxed Payments Rule (UTPR) will delay its effects until 2025. Each country that has committed to adopting Pillar Two may have its own timeline for implementation, likely aligned with the OECD’s guidance.

Pillar Two impact, Solution & Safe Harbor

Pillar Two affects major multinational corporations with a minimum revenue of USD 991.9 million (€750 million) over at least two of the last four fiscal years. With over 140 countries agreeing to adopt Pillar Two, it promises a more unified tax system.

The implementation of Pillar Two will significantly affect companies and their operations. Key considerations include limitations on tax planning, increased tax rates on cross-border investments and earnings in low-tax areas, potential deterrence of Foreign Direct Investment (FDI), heightened tax complexity, impacts on investment decisions and talent attraction, and potential global economic slowdown.

The OECD has introduced a two-pillar strategy to establish a permanent plan for the global minimum tax. Pillar 1 proposes standardizing tax allocation rules for multinationals by taxing residual profits based on where associated revenue is generated. Pillar Two sets a minimum income tax rate for large multinationals to ensure tax certainty, with stringent rules to ensure compliance.

In this context, it’s natural to wonder if there are any safe harbors available. Safe harbor provisions under Pillar Two regulations necessitate organizations to perform Country-to-Country reporting to evaluate tax implications. These provisions entail simpler calculations and utilize readily accessible data segments. The OECD’s December 2022 guidance introduces both transitional and permanent safe harbors, in response to stakeholder feedback. The transitional safe harbor identifies low-risk areas through three tests primarily based on a business’s country-by-country report (CbCR). Conversely, the permanent safe harbor, if implemented, would offer a longer-term simplified calculation for applicable areas.

Even if an MNE qualifies for one or more jurisdictions, it still falls under full GLoBE Rules for areas not covered by the safe harbors, necessitating compliance with group-wide GLoBE requirements. Both safe harbors require a tested jurisdiction to meet one of three testing requirements: a de minimis test, effective tax rate (ETR) test, or a routine profits test. A “tested jurisdiction” is defined as areas where MNE constituent entities are situated.

Transitional CbCR safe harbor aims to alleviate the burden on MNE groups concerning GLoBE compliance obligations. It applies if the MNE group compiles its CbCR using approved financial statements. This relief spans fiscal years beginning on or before December 31, 2026, and ending before July 1, 2028, providing up to three fiscal years of relief for most MNEs (two fiscal years for UTPR).

If an MNE with a tested jurisdiction passes one of the three tests, the top-up tax for that area is considered zero and seen as low-risk. However, exceptions exist where the safe harbor doesn’t apply, such as when the CbCR doesn’t reliably represent the MNE group. The three tests include:

De minimis test: Total revenue and pre-tax profits in the jurisdiction are below €10 million and pre-tax profit is under €1 million.

ETR test: The jurisdiction’s ETR equals or exceeds the provided “transition rate” for the relevant fiscal year.

Routine profits test: The jurisdiction’s substance-based income exclusion is equal to or greater than its profit or loss before tax.

Special rules apply for specific entities and groups. If an MNE group doesn’t apply the transitional safe harbor in a jurisdiction for a year it’s under GLoBE Rules, it can’t qualify for it in subsequent years, unless there are no constituent entities in that jurisdiction.

The OECD also provides guidance for a potential “simplified calculations” safe harbor, reducing complex computations required for computing an IIR or UTPR under Pillar 2. To qualify, a constituent entity must pass the three quantitative tests mentioned earlier. Unlike transitional safe harbor rules, a tested jurisdiction qualifies for the permanent safe harbor by applying GLoBE rules using simplified income, revenue, and tax calculations.

Excluded Entities

Pillar Two rules establish categories of excluded entities, exempt from certain tax obligations. While their revenue factors into the 750 million thresholds, these entities are not liable for top-up tax or payments under income inclusion or undertaxed profits rules.

Investment funds serving as the Ultimate Parent Entity (UPE) of an MNE group fall into this category. Typically, the group’s financing company does not qualify as the UPE. Moreover, Article 10 of the OECD Model Rules defines investment funds restrictively, requiring them to meet specific conditions:

  • Predominantly collect funds for investment purposes.
  • Operate based on the principle of risk diversification.
  • Distribute profits to investors in line with their investment interests.
  • These criteria define the scope of entities excluded from certain Pillar Two tax obligations.

Transforming Taxation for Multinational Enterprises

Pillar Two revolutionizes tax accounting for multinational enterprises (MNEs). The implementation of the global minimum tax rate under the GloBE Rules aims to reshape the tax environment by curbing tax avoidance and profit-shifting practices. This necessitates enhanced transparency and compliance from MNEs.

The advent of Pillar Two shifts the focus onto tax accounting practices. Assuming arm’s length intercompany transactions and accurate financial accounting, tax accounting becomes pivotal for Pillar Two calculations. With the introduction of a global minimum tax, MNEs must reassess their tax strategies, evaluating effective tax rates across jurisdictions and potentially restructuring their operations.

Our deep research and articles in this context explore the implications of this transformation on the relationship between Pillar Two and tax accounting within MNEs. Experts delve into the challenges and opportunities, discussing how financial and tax reporting practices need to evolve to align with the evolving international tax landscape.

Implementation of Pillar Two Through Financial Consolidation

Financial consolidation is pivotal for Pillar Two compliance. Determining whether Pillar Two applies involves meticulous effort from finance teams, who must identify relevant entities within their consolidation system. Consolidation systems yield essential data for Pillar Two:

  • Scope determination: They provide insights into entity attributes like permanent establishment (PE) and controlled foreign corporations (CFC), crucial for Safe Harbor or GloBE compliance.
  • Safe harbor eligibility: Consolidation systems help identify entities qualifying for safe harbor status on a jurisdictional basis.
  • Top-up tax liability: Group structures and ownership interests, discerned through consolidation systems, pinpoint entities liable for top-up tax.

Pillar Two calculations derive from consolidated financials, aligning with IFRS/US GAAP results. Consolidation systems streamline data retrieval, covering 40-60% of required data points such as revenues, net income, and tangible assets.

Valuation Implications of Pillar Two: A Comprehensive Overview

Pillar Two’s global minimum tax necessitates reassessment of historical tax planning strategies. International tax professionals must analyze local country taxes and accounting reporting to gauge MNEs’ cash tax liabilities. Valuation models aid in scenario analysis, estimating tax liabilities, and optimizing tax planning strategies.

Pillar Two’s focus on preventing profit shifting impacts IP valuation. Valuation and tax professionals must evaluate IP assets’ economic substance and contributions, ensuring profits allocation aligns with the arm’s-length principle. Accurate IP valuations mitigate transfer pricing risks and ensure compliance with the new rules.

Pillar Two considerations are vital for cross-border M&A transactions. Tax professionals assess tax liabilities and post-merger integration implications, using valuations to evaluate target’s tax positions and transfer pricing policies. Robust due diligence identifies tax exposures and informs tax-efficient structures.

Pillar Two emphasizes preventing profit shifting, affecting transfer pricing and valuations. Tax authorities scrutinize intercompany transactions, requiring robust valuations supported by reliable data. Valuation professionals ensure transactions’ economic substance is documented, ensuring transfer pricing compliance.

Enhanced transparency and reporting are imperative for Pillar Two compliance. Tax professionals align valuations with financial statements and tax filings, substantiating intra-group transactions’ fairness. Accurate valuations, supported by comprehensive documentation, ensure regulatory compliance amidst increased scrutiny. Businesses must stay updated on evolving regulations and seek expert advice to adapt valuation methodologies and tax planning strategies. Proactive measures ensure compliance with global minimum tax rates, optimizing tax strategies, and maintaining a solid foundation for financial and tax reporting requirements.


Pillar Two rules play a crucial role in ensuring fair corporate taxation on a global scale. These regulations aim to establish a minimum corporate tax rate of at least 15% for large multinational companies operating in various jurisdictions, thereby curbing profit shifting to low-tax areas. Key points to remember including the application of Pillar Two to multinational groups with annual revenues exceeding EUR 750 million, the need for each country to adopt its own rules, and the existence of exclusions and safe harbors.

The goal of Pillar Two, as outlined by the OECD, is to level the global tax playing field for multinational corporations, addressing complexities in investments and tax planning resulting from varying corporate tax laws across different countries. The implementation timeline for Pillar Two began in 2023, with full enactment commencing in 2024, following OECD recommendations.

The impact of Pillar Two on major multinational corporations is significant, with considerations ranging from limitations on tax planning to potential effects on investment decisions and talent attraction. To address these challenges, the OECD has introduced safe harbor provisions, simplified tax calculations and utilizing readily available data segments.

Excluded entities, such as investment funds serving as Ultimate Parent Entities, are exempt from certain tax obligations under Pillar Two rules, contributing to a more nuanced understanding of its implementation.

Ultimately, Pillar Two aims to transform taxation for multinational enterprises by reshaping the tax environment, enhancing transparency, and promoting compliance. Through financial consolidation, valuation considerations, and regulatory compliance, businesses can navigate the complexities of Pillar Two and maintain a solid foundation for financial and tax reporting requirements in an evolving international tax landscape.

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Written By

Hamdy Yahia - Tax Partner

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