Unilever was Anglo-Dutch for ninety years, born in 1930 from Rotterdam’s Margarine Unie and Britain’s Lever Brothers. In March 2018 it chose Rotterdam as its single headquarters, a decision entangled with Mark Rutte’s plan to abolish the Dutch dividend tax; on 5 October 2018 it withdrew after British shareholders rebelled, and ten days later the tax plan died too. In June 2020 the company went the other way, unifying under Unilever PLC in London despite a Dutch “exit tax” bill aimed squarely at it, and completed the move in November 2020. What remained in Rotterdam, the Foods business, is now itself being combined with America’s McCormick in a US$44.8 billion deal announced on 31 March 2026, while the ice-cream unit spun off in December 2025 chose Amsterdam for its headquarters and listing.
The Netherlands did not lose Unilever to a competitor or a crisis; it lost it to a shareholder arithmetic that The Hague tried to change and could not. The company’s departure in 2020 is the clearest case study of how tax politics, dual-listing mechanics and index membership interact when a multinational chooses a legal home, and the aftermath has kept unfolding: the ice-cream business returned to the Netherlands as a listed company in 2025, and the Rotterdam-based Foods business is heading into American ownership in 2027. This article traces the Dutch origins, the 2018 reversal, the dividend-tax fight, the 2020 unification, what is left in Rotterdam and what the episode teaches anyone deciding where to domicile a company. It is part of the Netherlands Company Stories hub.
Why did Unilever abandon the 2018 plan to base itself in Rotterdam?
Because moving the parent to the Netherlands would have taken Unilever out of the FTSE 100, forcing British index funds to sell, and because the Dutch 15 per cent dividend withholding tax that would then apply to British holders was not yet abolished. Large UK investors signalled they would vote against, and the company withdrew on 5 October 2018.
Why did it then move to London in 2020?
A single UK parent kept the FTSE 100 listing, avoided Dutch withholding tax altogether and made large portfolio deals, including the planned separation of the tea business, easier to execute in shares. Dutch shareholders approved it in September 2020, 99 per cent of UK holders in October, and the unification completed on 29 November 2020 despite a Dutch exit-tax bill.
What is left in the Netherlands?
The Foods business group is formally headquartered in Rotterdam with about 1,000 Dutch employees and a research base, but it is being combined with McCormick in a deal expected to close in mid-2027; The Magnum Ice Cream Company, spun off on 8 December 2025, is headquartered and primarily listed in Amsterdam.
How Dutch was Unilever to begin with?
Half Dutch by design and more than half Dutch by origin. The Dutch side was Margarine Unie, formed in 1927 when the two family margarine businesses of Oss and Rotterdam, Anton Jurgens’ firm founded in 1867 and Samuel van den Bergh’s, merged with two smaller rivals, Centra and Schicht’s. The combination already had an Anglo-Dutch twist: the English interests were held in Margarine Union Limited and the Dutch in N.V. Margarine Unie, bound by an agreement that let shareholders benefit as if they held shares in a single company. In 1930 Margarine Unie merged with Lever Brothers, the Port Sunlight soap maker built by William Hesketh Lever, to create Unilever, and the same device was scaled up: Unilever N.V. in Rotterdam and Unilever Ltd (later PLC) in London, with an equalisation agreement guaranteeing equal dividends, identical boards and a single management.
The reason for the structure was tax and nationality. Merging the two companies outright in 1930 would have triggered tax charges on both sides and forced one country’s shareholders to accept the other’s company law; keeping two parents with one economic interest avoided both. For nine decades the arrangement worked well enough that it was copied by Royal Dutch Shell, Reed Elsevier and others. Rotterdam’s Weena headquarters housed the N.V. and, in practice, the Foods and Refreshment business; London housed the PLC and, after 2000, the group chief executive. Unilever reports its founding year as 1929, when the agreement was signed, and its archives in Port Sunlight hold documents back to the thirteenth century.
By the 2010s the dual structure had become a handicap. Two share classes with different tax treatment traded at a persistent discount to each other, every acquisition paid in shares required two sets of approvals, and demergers of the kind that competitors used to reshape portfolios were legally awkward. Then, in February 2017, Kraft Heinz made an unsolicited US$143 billion approach. Unilever’s chief executive Paul Polman saw it off within forty-eight hours, but the episode convinced the board that a company which could not use its own paper easily was vulnerable. A review of the structure followed, and by early 2018 the board had decided to pick one country.
What was the 2018 plan, and why Rotterdam?
On 15 March 2018 Unilever announced that it would simplify into a single legal entity, Unilever N.V., headquartered in Rotterdam, while keeping its listings in Amsterdam, London and New York, its two British-based divisions, Beauty & Personal Care and Home Care, in London and the Foods & Refreshment division in Rotterdam. The company said the choice would cut complexity, give it a single share class and make share-based deals possible. It insisted the decision had nothing to do with Brexit, though the vote had taken place twenty months earlier, and that no jobs would move.
The choice of Rotterdam was partly a matter of where the shares were. Unilever N.V. had a larger market capitalisation than the PLC and a broader shareholder base, and Dutch company law made certain takeover defences available. But the plan had one structural problem that the board underestimated: a Dutch parent would not qualify for the FTSE 100, and British index funds, which held a large block of the PLC, would be forced sellers. It also had a political problem. Dividends paid by a Dutch company to foreign shareholders carried a 15 per cent withholding tax; UK shareholders in the PLC had never paid it. Unless the Netherlands abolished the tax, the move would cost British holders money every quarter.
That is where the Dutch government entered the story. The coalition agreement of Mark Rutte’s third cabinet, published in October 2017, had included a promise to abolish the dividend withholding tax from 2020, at an estimated cost initially put at €1.4 billion a year and later revised toward €2 billion. The policy had not been in any party’s manifesto, and when Rutte initially said he could not recall any memos about it, and the government was then forced in April 2018 to release documents showing that Unilever and Shell had lobbied for the abolition, the measure became the most unpopular item in the coalition programme. Rutte defended it as essential to keeping headquarters in the Netherlands. In effect, the Dutch prime minister had staked political capital on a tax cut whose principal public justification was Unilever’s choice of Rotterdam.
Why did Unilever withdraw on 5 October 2018?
Because it counted the votes and found it would lose. The unification needed approval from 75 per cent of PLC shareholders voting, and in September 2018 a succession of large British institutions, among them Aviva Investors, Legal & General, M&G, Columbia Threadneedle, Schroders and Lindsell Train, said publicly that they would vote against, citing forced selling by index trackers and the risk of a weaker governance regime. On 5 October 2018, three weeks before the scheduled meetings, the board announced that it had decided to withdraw the proposal because it had not received sufficient support. The company said the dividend-tax uncertainty in the Netherlands had been a factor in some shareholders’ thinking; the official line from the Dutch side was that the tax had not yet been abolished because the plan was still working its way through parliament.
The political fallout in The Hague was immediate. With the single largest beneficiary gone, the coalition parties could no longer defend the abolition. On 15 October 2018 the government announced that the dividend tax would stay, and that the roughly €1.9 billion budgeted for it would instead go into a larger cut in corporation tax, taking the top rate to 20.5 per cent and the lower rate to 15 per cent, along with other business-friendly measures. Rutte, who had spent a year arguing that the abolition was indispensable, described the outcome as a disappointment and moved on. Polman retired at the end of 2018 and Alan Jope, a Scot who had run Beauty & Personal Care from London, became chief executive in January 2019, with Nils Andersen succeeding Marijn Dekkers as chairman the following November.
The broader lesson of October 2018, discussed in the article on the Dutch headquarters exodus and the tax climate, was that the Netherlands could not buy a headquarters with a tax concession alone when index mechanics pushed the other way. It was also a demonstration that the dual structure had, in practice, already tilted toward London: the shareholders who decided the question were British.
How did the 2020 unification in London come about?
It came from the same logic applied in the opposite direction. On 11 June 2020 Unilever announced that it would unify under Unilever PLC, with a single primary listing in London and secondary listings in Amsterdam and New York. The stated reasons were the same as in 2018: one share class, simpler governance and the ability to use shares in deals, with the planned separation of the tea business, later sold to CVC as Ekaterra for €4.5 billion, cited as a transaction the dual structure made harder. This time the direction solved the problems that had sunk the earlier plan: the PLC stayed in the FTSE 100, British holders faced no Dutch withholding tax, and Dutch holders could be compensated through the exchange ratio.
The Dutch response was a last-ditch attempt to make leaving expensive. In July 2020 Bart Snels, finance spokesman for the opposition GroenLinks party, tabled a private member’s bill for a “conditional final settlement” of dividend tax: a company with consolidated revenue above €750 million that moved its seat to a country without a comparable withholding tax would be treated as having distributed its retained earnings and would owe 15 per cent on them, a bill that commentators estimated could reach €11 billion for Unilever. The bill was explicitly retroactive to the day it was announced. Unilever said that if the measure were enacted in a form that applied to it, the unification would not go ahead, and it built the condition into the shareholder documents.
Shareholders backed the move anyway. Unilever N.V. holders approved the unification on 21 September 2020 by an overwhelming majority; PLC holders approved it on 12 October with around 99 per cent in favour. The Snels bill stalled in a parliament that was heading toward an election and had been warned by the Council of State about its legality; it was never passed. The unification completed on 29 November 2020, and on 30 November Unilever PLC shares began trading as the single parent, with Dutch holders receiving one PLC share, listed in Amsterdam, for each N.V. share. The Weena building in Rotterdam stayed open as the headquarters of the Foods & Refreshment division and the Dutch operating company, and the Hive, a €85 million food-innovation centre opened at Wageningen University in December 2019, continued as the group’s main foods research site.
What has happened to Unilever since it left?
It has been restructured twice and has changed chief executive twice. Jope’s tenure ended after a failed £50 billion approach for GlaxoSmithKline’s consumer-health business in January 2022 drew criticism from shareholders and the arrival of activist Nelson Peltz on the board. Hein Schumacher, the former FrieslandCampina chief executive, took over in July 2023, launched a growth action plan around thirty “power brands”, and in March 2024 announced the separation of the ice-cream business and a cost programme cutting 7,500 jobs. On 25 February 2025 the board unexpectedly replaced him with his chief financial officer, Fernando Fernández, effective 1 March, with Schumacher leaving on 31 May 2025; the company said it wanted faster execution rather than a new strategy.
The numbers since then have improved. For 2025 Unilever reported turnover of €50.5 billion from continuing operations, operating profit of €9.0 billion, net profit of €6.2 billion and free cash flow of €5.9 billion, with the power brands, 78 per cent of turnover, growing underlying sales 4.3 per cent. In the first half of 2026 turnover was €25.6 billion, underlying sales growth 4.8 per cent with volume up 4.2 per cent, the second quarter’s 5.5 per cent volume growth the strongest in more than a decade, and the underlying operating margin 20.3 per cent. The company completed a €1.5 billion buyback in June 2026, raised its full-year outlook, and declared a second-quarter dividend of €0.4664 per share. Fernández told investors the company was now a volume-led business with momentum in emerging markets and North America.
| Date | Event | Consequence for the Netherlands |
|---|---|---|
| 1927–1930 | Margarine Unie formed in Rotterdam; merges with Lever Brothers to create Unilever N.V. / Ltd | Dual Anglo-Dutch parent for 90 years |
| Oct 2017 | Rutte III coalition agreement promises to abolish dividend withholding tax | Cost estimated at €1.4bn–€2bn a year; Unilever and Shell had lobbied for it |
| 15 Mar 2018 | Unilever picks Rotterdam as single headquarters | Seen as vindication of the tax plan |
| 5 Oct 2018 | Plan withdrawn after UK investors signal rejection | Dividend-tax abolition dropped 15 Oct; corporation tax cut instead |
| 11 Jun 2020 | Unification under Unilever PLC announced | GroenLinks exit-tax bill tabled in July; never passed |
| 29 Nov 2020 | Unification completed; single London parent | Foods & Refreshment HQ and Dutch company remain in Rotterdam |
| 8 Dec 2025 | The Magnum Ice Cream Company lists in Amsterdam, London and New York | Amsterdam headquarters and primary listing return a Unilever business to the Netherlands |
| 31 Mar 2026 | Unilever Foods to combine with McCormick at US$44.8bn enterprise value | Rotterdam Foods HQ to become McCormick’s international headquarters; close expected mid-2027 |
Why did the ice-cream business come back to Amsterdam?
Because the Netherlands offered the listing venue, the legal form and the location that the new company’s board preferred, and because the political argument had moved on. In February 2025 Unilever announced that the ice-cream business, to be named The Magnum Ice Cream Company, would be incorporated and headquartered in Amsterdam with a primary listing on Euronext Amsterdam and secondary listings in London and New York. The choice surprised some in London, which had assumed the spin-off would follow the parent, but the ice-cream business had always been run from the Netherlands, its largest European factories are Dutch, and a Dutch N.V. with an Amsterdam listing gave it access to continental investors without the FTSE constraints that had decided the 2018 question.
The separation was delayed briefly in October 2025 by the United States government shutdown, which held up the SEC registration, then confirmed for December. On 8 December 2025 Magnum shares opened in Amsterdam at €12.20, rose to about €13 within half an hour and valued the company at roughly €8 billion, while Unilever’s own shares fell on the day as the index adjusted. Peter ter Kulve, the long-time head of Unilever’s ice-cream business, is chief executive and Jean-François van Boxmeer, the former Heineken chief executive, is chairman. The company reported 2025 revenue of €7.9 billion, operating income of €599 million and net income of €307 million, and it inherited roughly 4,500 Unilever employees while hiring thousands more to stand up its own functions.
It also inherited a problem: Ben & Jerry’s. The Vermont brand, bought by Unilever in 2000 under a merger agreement that gave it an independent board with authority over its social mission, sued Unilever in November 2024 over restrictions on its political statements, accused the parent in March 2025 of removing chief executive David Stever for the same reason, and saw co-founder Jerry Greenfield resign on 16 September 2025. Ben Cohen has campaigned for the brand to be released from Magnum, at one point in April 2026 asking consumers to buy fewer Magnums, and Ter Kulve has said Ben & Jerry’s is fully integrated and not for sale. In August 2026 a US judge dismissed most of the brand’s claims against Unilever. For Magnum’s Dutch investors the dispute is a reputational and governance overhang rather than a financial one, but it is the most visible issue the new company carries.
What does the McCormick deal mean for Rotterdam?
It means the last large Unilever business headquartered in the Netherlands will become part of an American company with a Dutch international headquarters. On 31 March 2026, after confirming talks on 20 March, Unilever announced that it would combine Unilever Foods, the business built on Knorr and Hellmann’s and headquartered in Rotterdam, with McCormick & Company of Hunt Valley, Maryland, in a Reverse Morris Trust transaction. Unilever Foods was valued at an enterprise value of US$44.8 billion, 3.6 times its 2025 sales of €10.7 billion and 13.8 times EBITDA. Unilever shareholders will own 55.1 per cent of the combined company, Unilever itself will keep 9.9 per cent to be sold down after a year, McCormick shareholders will hold 35 per cent, and Unilever will receive US$15.7 billion in cash. The combined business will have about US$20 billion of revenue, keep McCormick’s name, global headquarters and New York listing, and set up an international headquarters in the Netherlands with a planned secondary European listing. Brendan Foley stays as chairman and chief executive; Unilever will appoint four of twelve directors. Closing is expected in mid-2027, after McCormick shareholder approval, regulatory clearances and consultation with the Dutch works council.
For Rotterdam the deal is double-edged. Unilever’s Dutch food operations employ about 1,000 people, and the CNV union said it was reassured that the business was going to an industrial buyer rather than a private-equity fund, though it had many questions about staff who work across divisions. Unilever said in August 2026 that it expected no major job losses in the Netherlands and that McCormick intended to keep a substantial presence, including the research and development base it described as world-leading. The company’s decision in May 2026 to invest US$270 million in a new innovation centre in New Haven, Connecticut, while restructuring its Dutch operations, was read in the Netherlands as a sign of where future research spending would go.
The outcome will be a Unilever that is a pure home-and-personal-care company with €39 billion of revenue on a 2025 basis and almost no Dutch heritage businesses, a situation that would have been unthinkable in 2017 when the Foods division, the margarine business and the ice-cream brands were the Rotterdam side of the company. The margarine business itself, the original Dutch core, had already been sold to KKR in 2018 as Upfield for €6.8 billion. The pattern is similar to the one described in the article on Shell’s move from The Hague to London in 2021: a dual-national company resolves its structure in favour of the country where its shareholders are, and the Dutch operations that remain are gradually sold or spun off.
Was the Netherlands wrong to let Unilever go?
The honest answer is that it had few tools, and the ones it reached for backfired. The dividend-tax abolition was a blunt instrument that would have cost about €2 billion a year to benefit all foreign shareholders in all Dutch companies for the sake of two headquarters; it collapsed politically as soon as its main justification left. The exit-tax bill was the opposite error: a retroactive, company-specific penalty that the Council of State warned might breach EU law and that would have signalled to every other multinational that the Netherlands could change the rules after the fact. Neither approach addressed the actual decision drivers, index membership and the location of the shareholder base.
What the Netherlands kept is instructive. Unilever’s Dutch operating company, its Rotterdam Foods headquarters, the Wageningen research centre and the factories stayed because they made commercial sense, not because of any legal requirement. The Magnum listing in 2025 and McCormick’s choice of a Dutch international headquarters in 2026 show that Amsterdam and Rotterdam remain attractive for European holding and listing purposes even after the parent has left. The Dutch government has since focused on the general business climate, including the 2024 and 2025 debates on the reform of letterbox companies and tax treaties, rather than on company-specific deals.
What can founders and investors learn from Unilever’s move?
The first lesson is that legal structure is strategy. Unilever’s dual parent was an elegant 1930 solution that became, by 2017, the reason it could not defend itself with its own shares or reshape its portfolio. Founders who adopt complex structures to solve today’s tax or nationality problem should write down the conditions under which they will unwind them, because the unwinding will be politically charged when it comes.
The second is that governments compete for headquarters on terms they do not control. The Netherlands offered a tax cut and threatened a tax penalty; both were irrelevant to the index funds that decided the vote. Policymakers and the executives who lobby them should recognise that the shareholder base of a listed company is the electorate that matters, and that it is increasingly American and index-driven regardless of where the company is incorporated.
The third is that the pieces can come back. The ice-cream business that left with the parent in 2020 returned as a Dutch-listed company in 2025, and the Foods business that stayed will become the European headquarters of an American group. Investors assessing a country’s attractiveness should look past the headline departures to the listings, the research centres and the regional headquarters that follow. For the cooperative alternative to shareholder-driven domicile decisions, see the FrieslandCampina article; for a family-controlled company that has never faced the question because its owners sit at the top of the register, see Heineken. Readers interested in how Amsterdam has positioned itself as a listing venue can also consult the Amsterdam entry in the City Startup Atlas.
Frequently Asked Questions
Is Unilever still listed in Amsterdam?
Yes. Since the 2020 unification Unilever PLC has its primary listing in London and secondary listings on Euronext Amsterdam and the New York Stock Exchange. Former Unilever N.V. shareholders received one PLC share, tradable in Amsterdam, for each N.V. share they held.
What was the Dutch dividend-tax fight about?
The Netherlands levies a 15 per cent withholding tax on dividends paid to many foreign shareholders. The Rutte III coalition agreed in 2017 to abolish it, partly to persuade Unilever and Shell to keep or consolidate their headquarters in the Netherlands. When Unilever withdrew its Rotterdam plan on 5 October 2018, the government dropped the abolition ten days later.
How many people does Unilever employ in the Netherlands?
Unilever’s Dutch food operations, the part being combined with McCormick, employ about 1,000 people according to reporting at the time of the March 2026 announcement. Unilever said in August 2026 that it expected no major job losses in the Netherlands as a result of the transaction.
Who owns Ben & Jerry’s now?
The Magnum Ice Cream Company, the Amsterdam-headquartered business spun off from Unilever on 8 December 2025. Ben & Jerry’s retains an independent board under its 2000 merger agreement, which is the basis of its continuing legal and public dispute with the parent; Magnum’s chief executive Peter ter Kulve has said the brand is not for sale.
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