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Multi-parented MNE Groups

Applies
FY2024 onwards
Reviewed
Rule
P2-MPG-2024.1
By

How are stapled and dual-listed groups treated under Pillar Two?

Groups stapled through 50% or more of their parents' interests, or dual listed, are one MNE Group if they span borders.

Per GloBE Model Rules (Pillar Two), December 2021, Article 6.5, Multi-Parented MNE Groups

A Multi-Parented MNE Group is two or more Groups whose Ultimate Parent Entities enter into a Stapled Structure or a Dual-listed Arrangement, where at least one Entity or Permanent Establishment of the combined Group is located in a different jurisdiction from the others. A Stapled Structure needs at least the published share of the Ownership Interests in the Ultimate Parent Entities combined so that they cannot be transferred or traded independently, and Consolidated Financial Statements presenting all the Entities as a single economic unit, required to be externally audited. A Dual-listed Arrangement needs all five of its conditions. The Groups are treated as a single MNE Group.

Each Ultimate Parent Entity is a UPE of the combined Group, Parent Entities apply the IIR and Constituent Entities the UTPR across it, and one GloBE Information Return is filed, unless a single Designated Filing Entity is appointed.

What the result turns on

Both limbs

  • A Stapled Structure or a Dual-listed Arrangement between the Ultimate Parent Entities
  • At least one Entity or Permanent Establishment of the combined Group in a different jurisdiction from the others

A Stapled Structure

  • At least the published share of the Ownership Interests in the UPEs combined by form of ownership, transfer restrictions or other terms, and cannot be transferred or traded independently — quoted at a single price if listed
  • One UPE prepares externally audited Consolidated Financial Statements presenting all the Groups' entities as one economic unit

A Dual-listed Arrangement — all five

  • The UPEs combine their business by contract alone
  • They make distributions on a fixed ratio
  • They are managed as a single economic entity while keeping separate legal identities
  • Their Ownership Interests are quoted, traded or transferred independently in different capital markets
  • They prepare externally audited Consolidated Financial Statements presenting all the entities as one economic unit

Consequences

A single MNE Group; every UPE is a UPE of it; the combined statements are those of the structure under an Acceptable Financial Accounting Standard deemed the UPE's standard; one return, unless a single Designated Filing Entity is appointed.

Points the Commentary settles

  • The revenue threshold is tested on the combined statements, Excluded Entities' revenue included
  • An entity each group holds half of — a Joint Venture for either alone — is a Constituent Entity of the combined group, whether or not it is consolidated line by line, because together they hold the Controlling Interests
  • Two purely domestic groups that jointly own a foreign entity become a Multi-Parented MNE Group on that footing
  • Each UPE applies the Income Inclusion Rule in its own jurisdiction under the top-down approach. Whether an entity is a Partially-Owned Parent Entity is judged on both groups' holdings together: one owned 60% and 40% by the two groups has no outside owners
  • Where only one UPE is subject to a Qualified IIR, an Intermediate Parent Entity held by both is not switched off: it applies the rule, and the UPE that is subject deducts what it brings into charge
  • One UTPR pool is computed for the whole combined group, and an entity of either group can be required to bear it
  • A profit-sharing arrangement between the UPEs does not change any parent's Allocable Share

Order of testing

  1. 1

    The definition of a Multi-Parented MNE Group

    The arrangement and the cross-border limb.

Examples

Illustrative scenarios — ours, not the authority’s — each computed live by this rule. Change any fact and the outcome is the rule’s, not a hand-written answer.

A stapled structure

The UPEs' shares are entirely stapled, with audited combined statements and an Entity in another jurisdiction.

Computed

The Groups are a Multi-Parented MNE Group as computed: their Ultimate Parent Entities have a Stapled Structure and at least one Entity or Permanent Establishment of the combined Group is in a different jurisdiction. Article 6.5 treats the Groups as a single MNE Group: each Ultimate Parent Entity is a UPE of it, the combined Consolidated Financial Statements are the ones that count, Parent Entities apply the IIR and Constituent Entities the UTPR across the combined group, and the UPEs file one GloBE Information Return unless they appoint a single Designated Filing Entity. Based on what you supplied.

Workings

Combined Ownership InterestsStapled Structure (a) — as supplied
100%
Combined share requiredStapled Structure (a) — published value. The share is at least it
50%

Decided by the definition of a multi-parented mne group

A dual listing without a fixed ratio

A dual-listed arrangement in which distributions are not on a fixed ratio.

Computed

The Groups are not a Multi-Parented MNE Group as computed: a Dual-listed Arrangement needs all five conditions and distributions are not made on a fixed ratio (b). Each Group is dealt with on its own. Based on what you supplied.

Decided by the definition of a multi-parented mne group

A dual-listed company

Two listed parents in different countries that have combined their businesses by an equalisation agreement: distributions on a fixed ratio, one management, shares traded separately on two exchanges, and audited combined accounts. All five conditions are met and the group spans borders.

Computed

The Groups are a Multi-Parented MNE Group as computed: their Ultimate Parent Entities have a Dual-listed Arrangement and at least one Entity or Permanent Establishment of the combined Group is in a different jurisdiction. Article 6.5 treats the Groups as a single MNE Group: each Ultimate Parent Entity is a UPE of it, the combined Consolidated Financial Statements are the ones that count, Parent Entities apply the IIR and Constituent Entities the UTPR across the combined group, and the UPEs file one GloBE Information Return unless they appoint a single Designated Filing Entity. Based on what you supplied.

Decided by the definition of a multi-parented mne group

Neither

The UPEs have no such arrangement.

Computed

The Groups are not a Multi-Parented MNE Group as computed: the Ultimate Parent Entities have neither a Stapled Structure nor a Dual-listed Arrangement. Each Group is dealt with on its own. Based on what you supplied.

Decided by the definition of a multi-parented mne group

Try it

Supply the facts and this rule computes the outcome in your browser, live. Leave a determination undecided and it blocks the result — it is never read as a no.

Not computed yet

1 input still need your determination:

  • Do the Ultimate Parent Entities of the Groups have a Stapled Structure, a Dual-listed Arrangement, or neither?

Computed in your browser from the figures you supply. Nothing is sent anywhere, and the result is a computation against a rule — reference, not tax advice.

Thresholds

pillar_two.stapled_structure_combined_ownership
50% · reviewed 2026-10-04 · source

Threshold values are published separately from the rule and carried with a citation. Where none has been published for the period being computed, the rule reports that rather than applying a default.

Sources

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Reference, not tax advice.

Pankaj Agarwal — Tax Technology Leader