The global tax landscape is undergoing a seismic shift with the implementation of the OECD’s Pillar Two framework, which establishes a global minimum corporate tax rate of 15%. This initiative aims to prevent profit shifting to low-tax jurisdictions and ensure fair tax allocation across countries. For multinational enterprises (MNEs), transfer pricing (TP) adjustments are central to this reform, directly influencing effective tax rates (ETR) and compliance with Pillar Two rules. 

Transfer Pricing adjustments are used by MNE’s, close to or after the financial year end, to make changes to the prices of intercompany transactions to ensure they comply with the arm’s length principle (the standard requiring related-party transactions to be priced as if they were between independent entities.) 

Transfer Pricing adjustments under Pillar Two face significant challenges related to timing issues, which can disrupt compliance with the 15% global minimum tax rate. MNEs frequently rely on post-year-end adjustments to align transactions with TP policies, but under Pillar Two, such adjustments must be reflected in the fiscal year they pertain to or the year in which they are made. Misalignment between financial statements and GloBE rules can distort the calculation of the GloBE Effective Tax Rate (ETR), leading to non-compliance or additional tax liabilities. Moreover, Pillar Two may disallow adjustments made after the fiscal year-end altogether, creating risks of double taxation if jurisdictions fail to mirror the changes. This highlights the importance of proactive TP adjustments and real-time monitoring to ensure compliance and mitigate these timing-related risks.

This article is written by Amir Gholizadeh ([email protected]) and Juan Dosal ([email protected]). Amir and Juan are part of RSM Netherlands International Consulting Services with a focus on International Taxation and Transfer Pricing. 

Impact on Effective Tax Rate Calculations

The cornerstone of Pillar Two is the calculation of an MNE’s effective tax rate for each jurisdiction. Transfer pricing adjustments play a pivotal role in determining this rate because they directly influence taxable income. For example, we note the following: 

  • Downward Adjustments in High-Tax Jurisdictions: Reducing taxable income in a jurisdiction with a tax rate above 15% may lower the ETR below the global minimum. This triggers top-up taxes under Pillar Two’s Global Anti-Base Erosion (GloBE) rules, requiring additional payments to align with the minimum tax rate.
  • Upward Adjustments in Low-Tax Jurisdictions: Increasing taxable income in jurisdictions with tax rates below 15% can also lead to top-up taxes, as profits in these regions are subjected to the global minimum tax.

Pillar Two compliance demands that transfer pricing policies align with arm’s length principles and minimize tax-rate disparities across jurisdictions. Missteps in TP adjustments can distort ETR calculations and expose MNEs to increased tax liabilities.

Enhanced Scrutiny on Profit Allocation

Pillar Two amplifies the focus on how profits are allocated across jurisdictions. Tax authorities now closely examine whether TP adjustments result in artificial profit shifting or unjustifiably low taxation in certain jurisdictions. The heightened scrutiny raises several challenges such as: 

  • Risk of Disputes: TP adjustments that appear to favor low-tax jurisdictions may attract audits and disputes, particularly where the economic substance of transactions is unclear.
  • Increased Complexity: Pillar Two’s rules introduce additional layers of compliance, requiring MNEs to navigate local regulations while adhering to global tax standards.

MNEs must demonstrate that their TP adjustments reflect genuine economic activities, i.e., the TP adjustments are accurately representing the underlying economic reality of the transactions between related entities within the MNE and are aligned with the actual functions performed, risks assumed, and assets employed by each party involved, and comply with both local laws and Pillar Two principles.

Documentation and Transparency

Under Pillar Two, robust documentation is essential to prove that TP adjustments align with arm’s length principles and ETR thresholds. Tax authorities will expect detailed records showing how TP policies are applied, how adjustments are calculated, and their impact on ETR.

Failure to provide sufficient documentation can lead to disputes, penalties, or adverse tax rulings.

To address these challenges, MNEs should:

  1. Automate Documentation: Use transfer pricing software to generate real-time reports that align with Pillar Two requirements.
  2. Enhance Transparency: Clearly document the rationale behind TP adjustments and their connection to economic substance.
    Proactive Strategies for Pillar Two Compliance

MNEs must adopt proactive strategies to ensure Pillar Two compliance while managing TP adjustments. Key approaches include any of the following: 

  1. Robust transfer pricing policies: Ensuring alignment between TP policies and business operations, along with consistent implementation, minimizes post-year-end adjustments and double taxation risks. Regular monitoring and updated documentation are key to maintaining compliance under Pillar Two.
  2. Real-Time Monitoring: Implement analytics tools to track intercompany transactions and ensure alignment with arm’s length pricing and ETR thresholds.
  3. Mid-Year Adjustments: Conduct periodic reviews to make adjustments prospectively, reducing the risk of year-end discrepancies.
  4. Advance Pricing Agreements (APAs): Engage with tax authorities to secure agreements on TP methodologies that align with Pillar Two rules.

Forward Thinking

Pillar Two presents new challenges for TP adjustments, particularly around timing, and double taxation risks. Transfer pricing adjustments play a critical role in ensuring compliance with the Pillar Two rules, particularly in maintaining the required global minimum tax rate of 15%. Properly timed and well-documented adjustments help multinational enterprises align their tax liabilities with the arm's length principle, minimizing risks of double taxation or penalties. As Pillar Two introduces greater scrutiny, especially in low-tax jurisdictions, implementing robust transfer pricing policies and making proactive adjustments are essential strategies for MNEs to navigate these complexities and avoid costly tax disputes.

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