What is the difference between accrual and capital gains taxation?

Under accrual taxation you pay tax each year on the value development of your assets, even if you sold nothing. Under capital gains taxation you settle only when you actually sell or another realisation occurs. The main rule in the bill is accrual, with capital gains as an exception for specific assets.

Would an employee pay yearly tax on shares in their employer?

That is exactly the problem the capital gains variant for startups and scale-ups aims to prevent. Without it, an employee would pay tax annually on the increase in value of shares they cannot sell. The final definition of startup and scale-up is being decided together with the separate bill on startup and scale-up taxation.

Do virtual shares or SARs fall into box 3?

No, as long as they are settled in cash through payroll. A virtual share or SAR is wage in box 1 at the moment of payout. What the participant keeps net afterwards counts as box 3 wealth, just like savings.

What does this mean for our valuations?

A system based on actual returns needs a substantiated value per reference date. For unlisted shares that is not automatic. Record which method you use, how often you revalue and who does it, so participants and the tax authority see the same story.

Should we change our plan because of this?

Not on the basis of a bill that can still change. It is wise to know which box each form falls into, to document your valuations, and to tell participants honestly that the tax framework is moving. Have your situation reviewed by a Dutch tax adviser.

What happens if the shares lose value after tax has been paid?

The bill allows a negative result in a year to be offset against positive results, with a threshold below which a loss does not count and a carry forward to later years. In practice the relief comes later than the tax, and it only helps if the participant has future box 3 income to offset against. For someone whose main asset was a single shareholding, that is far from certain.

How certain are these rules?

Not very. The start date has already moved more than once, the senate is still handling the bill, and the government has announced amendments, including on the treatment of unlisted shares. Present any calculation to participants as an illustration of the current proposal, not as a fixed outcome.

Dutch box 3 moving to actual returns: what it means for employee participation

Q: When does Dutch box 3 switch to actual returns?

The intended start date of the Wet werkelijk rendement box 3 is 1 January 2028. The lower house passed the bill in February 2026, the senate is still handling it, and the government has announced amendments. So the regime is not final yet.

The assumed return disappears and Dutch box 3 shifts to actual income and value development. What that means for employees holding shares, and why virtual shares and SARs stay outside it.

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Anyone designing employee participation in the Netherlands eventually runs into the question of which tax box a plan falls into. That question is becoming more pressing, because box 3 is changing.

Status

Where the bill stands

The Wet werkelijk rendement box 3 replaces the current assumed return system with tax on actual income from wealth. The intended start date is 1 January 2028. The lower house passed the bill in February 2026, the senate is still handling it, and the government has announced amendments in response to the criticism raised in both chambers.

In short: the direction is set, the details are not. Read this as a map of the field, not the final score.

The system

Accrual versus realisation

The main rule in the bill is accrual taxation. You pay tax each year on the actual income from your assets plus their value development that year, even if you sold nothing. For savings and listed investments that works: there is a price and there is liquidity.

For some assets it works badly. For those a capital gains variant is foreseen: you settle only at realisation, so when you sell. That prevents someone paying tax on value that exists only on paper.

Startups

Shares in startups and scale-ups

Shares in an unlisted startup are the textbook example of an asset you cannot simply sell. An employee who is much richer on paper after a funding round gains nothing from that as long as there is no buyer. Yearly settlement would mean paying tax out of salary on a value that could evaporate again.

That is why a capital gains variant is on the table for shares in startups and scale-ups: tax at realisation instead of annually. Exactly which companies qualify depends on the new statutory definition of startup and scale-up that also sits in the bill on stock option taxation. Both tracks are deliberately handled together.

Participation

When does participation reach box 3?

A participation plan almost always starts in the wage sphere, box 1. Only once a participant actually holds shares or depositary receipts that have left the wage sphere does the holding move to box 3. From that moment it matters whether tax is due yearly or at sale.

Real shares or depositary receipts: after the wage tax the holding sits in box 3 and the accrual versus gains question applies.
Options: while the option right is in the wage sphere there is no box 3. After exercise the same rules apply as for real shares.
Virtual shares and SARs: these are settled in cash and stay wage. Only the net amount someone keeps counts in box 3.

Valuation

The valuation question gets bigger

Any system taxing real value development needs a value per reference date. For a listed fund that is a price, for your company it is a substantiation. Even under a capital gains variant you need an acquisition price and a sale price.

That makes three things important regardless of how the law ends up: pick a method and apply it consistently, fix the moment at which you revalue, and keep the substantiation per participant. See also how this plays into vesting and grant moments.

Uncertainty

Losses, uncertainty and what happens if value drops

A system that taxes real value development has to deal with the other direction too. If shares in an unlisted company fall in value, or turn out to be worth nothing, the participant has paid tax on gains that never materialised. The bill therefore includes loss offsetting: a negative result in a year can be set off against positive results, with a threshold below which a loss is not counted and a carry forward to later years.

Two practical consequences follow for participants in a plan. First, offsetting a loss only helps if there is later box 3 income to offset it against, which is not guaranteed for someone whose main asset was one shareholding. Second, the timing is unpleasant: tax is paid in the good years out of salary, while relief comes later, if at all.

On top of that, the rules themselves are still moving. The start date has already shifted more than once, the government has announced amendments, and the treatment of unlisted shares is one of the points under discussion. Treat any calculation you show participants today as an illustration, not a promise, and say so out loud when you present it.

Comparison

Virtual shares and SARs stay outside box 3

A virtual share or a SAR gives a right to a cash payout, not to ownership. The participant pays wage tax at payout, the company books the payout as a wage cost. There is no annual box 3 charge, no debate about untradable holdings and no change to the cap table.

That does not mean virtual shares are always better. It does explain why many growth companies with a broad participant group choose them: the tax route is predictable, even while legislation moves.

Next steps

What you can do now

Know which box each form falls into. Write down per plan when tax is due and for whom.
Document your valuations. Method, moment and substantiation, the same way every year.
Be honest with participants. Tell them the tax framework is moving and that you will update them when it changes.
Do not wait to set up a plan. You keep people now, not later.

Sharesquare provides software and educational content, not tax or legal advice. This article describes a bill that can still change. Always confirm your own situation with a qualified adviser.

Key takeaways

The Dutch Wet werkelijk rendement box 3 replaces the assumed return with tax on actual income and value development. The intended start date is 1 January 2028.
The main rule is accrual taxation: you pay each year, even without a sale. For certain assets a capital gains variant applies: tax only at realisation.
For shares in startups and scale-ups a capital gains variant is foreseen, so employees do not pay yearly tax on paper gains on shares they cannot sell.
The bill passed the lower house and is with the senate. The government has announced amendments, so details can still shift.
Cash settled virtual shares and SARs stay wage in box 1. Only the net payout someone keeps counts as box 3 wealth afterwards.
Losses can be offset against positive results, above a threshold and carried forward, but relief arrives later than the tax and only if there is future box 3 income.

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