Undertaxed Profits Rule (UTPR) — UTPR (Undertaxed Profits Rule) is a backstop mechanism under the OECD Pillar Two GloBE Rules that allocates top up tax to jurisdictions where the MNE has economic substance (employees and tangible assets) when the Income Inclusion Rule (IIR) does not apply or...
UTPR (Undertaxed Profits Rule) is a backstop mechanism under the OECD Pillar Two GloBE Rules that allocates top-up tax to jurisdictions where the MNE has economic substance (employees and tangible assets) when the Income Inclusion Rule (IIR) does not apply or does not fully collect the top-up tax.
UTPR ensures that low-taxed income cannot escape minimum taxation simply because the parent jurisdiction hasn't implemented an IIR. It operates by denying deductions or requiring an equivalent adjustment in UTPR jurisdictions. UTPR applies only to in-scope MNE Groups meeting the €750 million revenue threshold.
OECD/Regulatory Reference
The UTPR is defined in Articles 2.4 through 2.6 of the GloBE Model Rules (20 December 2021).
Key provisions:
Article 2.4 — Application of the UTPR (denial of deduction or equivalent adjustment; additional cash tax expense; includes carryforward rule and Investment Entity carve-out)
Article 2.5 — UTPR Top-up Tax Amount (equals sum of Top-up Tax for low-taxed constituent entities, reduced by amounts brought into charge under a Qualified IIR)
Article 2.6 — Allocation of UTPR Top-up Tax Amount to UTPR jurisdictions
The allocation formula uses a 50/50 weighting of:
Number of employees in each UTPR jurisdiction
Net book value of tangible assets in each UTPR jurisdiction
In Practice
When UTPR Applies:
UTPR collects the "residual" top-up tax that isn't collected by:
A QDMTT in the low-tax jurisdiction, or
An IIR in the parent chain
Scenario
UTPR Application
Parent has IIR, collects full top-up
UTPR = 0
Parent jurisdiction has no IIR
UTPR collects full top-up
IIR applies but ownership < 100%
UTPR collects uncollected portion
QDMTT covers full top-up
UTPR = 0
UTPR Allocation Formula:
text
UTPR % for Jurisdiction A = 50% × (Employees in A / Total UTPR Employees)
+ 50% × (Tangible Assets in A / Total UTPR Assets)
UTPR Amount for A = UTPR % × Total UTPR Top-up Tax Amount
Mechanism for Collection:
Per Article 2.4, UTPR operates through:
Denial of deductions for payments to related parties, or
Equivalent adjustment to increase taxable income
The adjustment must produce an additional cash tax expense equal to the allocated UTPR amount. If the current-year adjustment is insufficient, the shortfall is carried forward to succeeding fiscal years.
Cash Flow Timing: UTPR adjustments affect the UTPR jurisdiction's tax base. The mechanism may involve denial of deductions or equivalent adjustments—implementation varies by jurisdiction.
Example
Facts:
Low-tax Jurisdiction L has Net GloBE Income of €100 million, ETR of 5%
Top-up tax = 10% × €100 million = €10 million (assuming no SBIE for simplicity)
Parent jurisdiction has no IIR
UTPR jurisdictions A and B have:
Jurisdiction
Employees
Tangible Assets
A
1,000
€200 million
B
500
€300 million
Step 1 — Calculate UTPR percentages:
text
Employee shares: A = 1,000/1,500 = 66.67%, B = 500/1,500 = 33.33%
Asset shares: A = 200/500 = 40%, B = 300/500 = 60%
UTPR % for A = (50% × 66.67%) + (50% × 40%) = 53.33%
UTPR % for B = (50% × 33.33%) + (50% × 60%) = 46.67%
Step 2 — Allocate the €10 million:
text
A's UTPR allocation = 53.33% × €10M = €5.33 million
B's UTPR allocation = 46.67% × €10M = €4.67 million
Step 3 — Convert to deduction denial (if A's tax rate is 25%):
text
Required base increase = €5.33M ÷ 25% = €21.32 million
Jurisdiction A must deny €21.32 million of deductions to generate €5.33 million of additional tax.
(Note: This example is simplified and ignores SBIE, de minimis exclusion, and other GloBE adjustments.)
UTPR Implementation Timeline
Jurisdiction
IIR Effective
UTPR Effective
Notes
EU Member States
FY beginning from 31 Dec 2023
FY beginning from 31 Dec 2024
Article 50 deferral may apply
UK
FY beginning from 31 Dec 2023
FY beginning from 31 Dec 2024
Japan
FY beginning from 1 Apr 2024
FY beginning from 1 Apr 2026
Enacted in 2025 tax reform
South Korea
FY beginning from 1 Jan 2024
FY beginning from 1 Jan 2025
UTPR delayed one year
Switzerland
FY beginning from 1 Jan 2025
Postponed indefinitely
QDMTT from 1 Jan 2024
Transitional UTPR Safe Harbour: The OECD-agreed Transitional UTPR Safe Harbour allows the UTPR Top-up Tax Amount for the Ultimate Parent Entity's jurisdiction to be deemed zero for certain fiscal years if the UPE jurisdiction's nominal corporate income tax rate is at least 20%. This addresses treaty compatibility concerns raised by some jurisdictions (notably the US).
Because it only applies when the primary rule (IIR) doesn't collect the full top-up tax. If the parent jurisdiction has an IIR that collects all top-up tax, UTPR has nothing to collect.
Which jurisdictions receive UTPR allocations?
Jurisdictions where the MNE has constituent entities with employees or tangible assets and that have implemented UTPR legislation. The allocation is based on substance (50% employees, 50% tangible assets), not on where the low-taxed income is located.
How does UTPR differ from IIR?
Aspect
IIR
UTPR
Collecting entity
Parent entities
Entities with substance
Mechanism
Top-up tax liability
Deduction denial/equivalent adjustment
Priority
First (after QDMTT)
Second (backstop)
Allocation basis
Ownership chain
Employees + tangible assets
Can UTPR apply to the same income as IIR?
Not for the same portion. UTPR only applies to residual top-up tax not collected under IIR. If IIR collects 80% (due to ownership structure), UTPR can collect the remaining 20%.
What if there are no UTPR jurisdictions?
If no jurisdiction where the MNE operates has implemented UTPR, that portion of top-up tax may currently go uncollected. However, as more jurisdictions implement UTPR, these gaps will close.
Does UTPR apply to US-parented MNEs?
If the US doesn't implement IIR, UTPR jurisdictions can collect top-up tax on low-taxed income of US MNEs. This is a significant driver of US MNE exposure to Pillar Two, despite the US not yet adopting GloBE rules domestically. The Transitional UTPR Safe Harbour provides limited relief where the UPE jurisdiction's nominal tax rate is ≥20%.
What if the UTPR adjustment is insufficient in a year?
Per Article 2.4, if the current-year denial of deduction or equivalent adjustment does not produce sufficient tax expense, the shortfall is carried forward to succeeding fiscal years until fully collected.
Can UTPR create double taxation?
The GloBE rules include coordination mechanisms to prevent double taxation. The UTPR Top-up Tax Amount calculation accounts for amounts already collected under QDMTT or IIR. However, timing mismatches may require careful tracking.