Is the lower tax on stock options already in force?

No. The bill Wet fiscale stimulering van startups en scale-ups was published for public consultation on 1 April 2026. The intended start date is 1 January 2027, but the text can still change during the legislative process. Do not plan on a fixed regime and check your situation with a Dutch tax adviser.

How much would an employee pay on stock options?

The proposal taxes only 65 percent of the gain: a 35 percent discount applies to the wage tax base. The gain is the difference between the proceeds from selling the shares and the exercise price. According to the explanatory notes this brings the tax burden close to the level of box 2. The exact amount depends on the rate that applies to the employee.

Which companies would qualify?

Companies for which RVO has formally decided that they are a startup or scale-up. The proposed definition requires a business aimed at rapid growth through a scalable and repeatable business model rooted in innovation, whose shares are not traded on a regulated market, and of which no more than 25 percent is held by an entity that does not itself meet that growth criterion. The decision is valid for eight years and can be extended three times by five years.

Would the discount apply to virtual shares, SARs or a VSOP?

No. The bill covers stock option rights through which an employee actually acquires shares. A cash settled virtual share or SAR is wage at the moment of payout and falls outside this facility. In return, those forms need no RVO decision, no notary and no change to the cap table, and the payout is deductible for the company as a wage cost.

Can we grant options at a discount to the current value?

You can, but under the proposal such a right would not qualify for the facility, because the exercise price must be at least equal to the value of the shares at grant. The gain is then taxed under the regular wage tax rules. Agree on a valuation method before you grant.

Why are Dutch options usually granted on depositary receipts?

Through a foundation (STAK) the voting rights stay with the foundation while participants share in the economic value. Founders keep control and exercises do not each need a shareholder decision. It does add a foundation, a board and notary work.

Dutch bill for lower tax on employee stock options at startups and scale-ups

Q: What is a qualifying stock option right?

Under the consultation text, employer and employee must agree in writing that the right cannot be exercised earlier than two years after grant and that the exercise price is at least equal to the value of the underlying shares at grant. The employer must also approve any sale of the shares, and all relevant data must be recorded and kept in the payroll administration, even after the employee has left.

Q: Would it apply to options we already granted?

The proposal includes transitional rules for options granted on or after 17 April 2025 that have not left the wage sphere by the end of 2026. Shares and options that qualify as a lucrative interest are excluded. Have each plan assessed to see how this works out for you.

The Dutch government wants to tax employee stock options at startups and scale-ups more lightly. Here is what the bill says, which conditions apply, and how it compares with virtual shares and SARs.

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Status, September 2026: the bill Wet fiscale stimulering van startups en scale-ups went into public consultation on 1 April 2026. It is not yet law. The intended start date is 1 January 2027. For anyone thinking about employee participation it matters, because it changes the arithmetic behind stock options.

Background

What the bill is about

Startups and scale-ups use stock options to attract and keep people at a stage where salaries cannot compete with the market. In the Netherlands the tax burden on those options is high compared with several other European countries. The government wants to narrow that gap and proposes a separate facility in wage tax.

The bill bundles two things: lighter taxation of employee stock options, and a new statutory definition of startup and scale-up that also feeds into box 3.

The measure

A 35% discount on the taxable base

The central measure is a 35 percent discount on the wage tax base. The gain, being the difference between the proceeds from selling the shares and the exercise price, would only count for 65 percent. According to the explanatory notes this brings the burden close to the level of box 2. The discount also covers benefits from the shares themselves, such as dividends minus costs, as long as they still sit in the wage sphere.

An illustrative calculation: an employee sells shares for €200,000 that were acquired at an exercise price of €20,000, so the gain is €180,000. Under the proposal €117,000 would be taxed instead of the full amount. Which rate applies depends on the employee's personal situation.

Timing

Tax only at the actual sale

Under current rules tax is due on exercise, or at the later moment the acquired shares become tradable. That creates the familiar problem of paying tax on shares you cannot sell yet. For qualifying options at startups and scale-ups the bill defers taxation to the actual sale of the shares. The employee may still choose one of the earlier moments, provided this is indicated in time.

Transitional rules are included: the regime would also apply to options granted on or after 17 April 2025 that have not left the wage sphere by the end of 2026. Shares and options qualifying as a lucrative interest are excluded.

The fine print

Conditions and the new definition

The facility is not freely available. RVO, the Netherlands Enterprise Agency, must formally decide that the company is a startup or scale-up. That decision is valid for eight years and can be extended three times by five years. The proposed definition requires a withholding agent:

running a business aimed at rapid growth through a scalable and repeatable business model rooted in innovation;
whose shares or profit certificates are not traded on a regulated market;
of which no more than 25 percent is held by an entity that does not itself meet that first criterion.

The option right must qualify as well. Employer and employee record in writing that the right cannot be exercised earlier than two years after grant and that the exercise price is at least equal to the value of the underlying shares at grant. Selling the shares requires employer approval, and all relevant data must be recorded and kept in the payroll administration. That last point is not a detail: by the time the shares are sold the employee may have left long ago, while the former employer still has to calculate and remit the wage tax.

In practice this means more administration: a valuation per grant moment, a file per participant and a register that still holds up years after someone leaves. Exactly the kind of work that falls apart in loose spreadsheets. See also how vesting and joining moments play into this.

Exercise price at value, not at a discount

The exercise price is where many plans go wrong. A discount on the exercise price feels generous, but under the proposal an exercise price below the value at grant means the right does not qualify for the facility. The full gain is then taxed under the regular wage tax rules. Granting at value means a defensible valuation per grant moment, documented and kept.

Depositary receipts through a STAK

In the Netherlands, employee options are usually granted on depositary receipts held through a foundation (STAK) rather than on ordinary shares. Voting rights stay with the foundation, so founders keep control, and not every exercise needs a separate shareholder decision. The flip side: a foundation with its own board, conditions of administration and a notary at issue. That is structure you set up and maintain for years.

Box 3

Effect on box 3

The new definition replaces the current definition of a starting business in the future box 3 system. Once the Wet werkelijk rendement enters into force, shares and profit certificates in startups and scale-ups would be taxed on capital gains, so at realisation instead of on an assumed annual return. For employees who hold shares after they leave the wage sphere, that is a meaningful difference.

Comparison

What about virtual shares and SARs?

The bill covers stock option rights through which an employee actually acquires shares. A virtual share or a SAR is settled in cash and is wage at the moment of payout, so it falls outside the proposed discount.

That does not automatically change the choice. An option plan under the new facility requires an RVO decision, a notary at issuance, a two year waiting period, an exercise price at value and a cap table that moves along. A virtual plan requires none of that, leaves ownership untouched, and is deductible for the company as a wage cost. The trade-off stays the same: how much net benefit does the option route deliver, against how much complexity and control you give up for it.

A practical middle ground we often see: a virtual plan for the broad group, and only when a concrete exit horizon appears, assessing whether an option plan adds value for a small group.

Next steps

What you can do now

Do not wait to set up a plan. You keep talent now, not later. A plan with clear rules can be extended later.
Start with SARs, keep the option route open. SARs work much like options economically. Once the law is in force, if you qualify and an option plan turns out more favourable, you can still switch.
Record your valuations. Under the option route the value at grant is decisive. Pick a method and a fixed moment to refresh it.
Keep the administration participant ready. Grants, vesting and documents per person, also after someone leaves.
Have your situation assessed. Whether you fall within the definition, and whether existing grants fall under the transitional rules, is a matter for a tax adviser.

Sharesquare provides software and educational content. This article is not tax or legal advice. The bill is still in progress and its text may change. Always confirm your situation with a qualified adviser.

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