Does a virtual share plan qualify for the essential start-up personnel permit?

RVO, which advises the IND on these applications, describes the required employee participation as shares, depositary receipts or (virtual) options equal to at least 1% of the capital in the start-up, or a shareholding representing a financial value of at least €65,000. Virtual options are named explicitly, which is why VSOP and SAR plans are used in this route. RVO still assesses how your specific participation is structured, so the plan documentation has to be complete and unambiguous.

What is the difference between the startup visa and the essential start-up personnel permit?

The startup visa is for the founder: an entrepreneur who wants to build an innovative business in the Netherlands and works with an approved facilitator. The essential start-up personnel permit is for employees: the first international key hires of a young innovative company. Only the employee route requires an employee participation agreement.

How many employees can we hire through this route?

A maximum of five foreign employees per start-up can hold this permit, and the company can have no more than fifteen employees on an employment contract at the time of assessment.

Do we need a notary to set up the participation?

Not for a virtual plan. Virtual shares, VSOPs and SARs are contractual: the company and the participant sign an agreement based on plan rules the board has approved. Issuing real shares, depositary receipts or options on shares in a Dutch BV does involve notarial and corporate steps.

Does the participation dilute the founders?

A virtual plan does not change the cap table and does not create voting rights. There is economic dilution at a payout event, because the payout comes out of the proceeds, but legal ownership stays where it is. That combination is why fast-growing companies use it.

Is the pilot still running?

Yes. The scheme started on 1 June 2021 as a pilot and has been extended to 1 June 2028 while the final evaluation is being processed. Because it is a pilot, always check the current conditions on the IND and RVO websites before you apply.

Startup visa in the Netherlands: how a VSOP or SAR plan meets the participation requirement

Hiring your first international key people through the essential start-up personnel permit means giving them a real stake. Here is what the rule says, and why a virtual plan is the practical way to satisfy it.

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New to virtual stock option plans?
How a VSOP works

In short: the Dutch residence permit for essential start-up personnel lets a young innovative company hire up to five non-EU experts at a lower salary criterion, on the condition that each of them receives employee participation in the company. RVO, the body that advises the IND, describes that participation as shares, depositary receipts or (virtual) options worth at least 1% of the capital, or a shareholding representing a financial value of at least €65,000. Because virtual options count, a VSOP or SAR plan can meet the requirement without a notary and without touching your cap table.

The route

What the essential start-up personnel permit is

Most companies hire international talent through the highly skilled migrant route, which comes with a salary criterion that a pre-revenue company often cannot meet. The essential start-up personnel scheme was created for exactly that gap. It runs as a pilot, started on 1 June 2021, and has been extended to 1 June 2028 while the final evaluation is processed.

The trade-off is explicit in the policy: the start-up pays a relatively lower salary and compensates for it with a participation in the business. In other words, the government accepts a lower wage precisely because the employee shares in the upside. That makes the participation agreement a core part of the application, not an afterthought.

The rules

The conditions, in plain language

For the company:

It is a starting, innovative company with scalable business activities, and RVO assesses that.
No more than fifteen people work there on an employment contract at the moment of assessment.
A maximum of five foreign employees can hold this permit at the same company.
The company must be financially sound enough to carry the hire.

For the employee:

An expert whose role is essential for the company to realise growth.
An employment contract with a salary that is at least the reduced salary criterion for highly skilled migrants.
A signed employee participation agreement with the company.

The IND decides, but only after a positive advice from RVO on the innovative character of the company, the role of the hire, and the structure of the participation. Check the current amounts and conditions on the IND page and the RVO page before applying, because a pilot can change.

The core condition

The participation requirement

This is the part founders underestimate. RVO states the employee must receive a participation in the form of shares, depositary receipts or (virtual) options equal to at least 1% of the capital in the start-up, or a shareholding that represents a financial value of at least €65,000.

The €65,000 alternative was added in 2025 after an interim evaluation found that a hard 1% floor was blocking many start-ups. If your company has already raised, 1% per hire across five hires is a lot of value to hand over. The value-based route lets you size the grant sensibly instead of by percentage alone.

Two ways to meet the threshold: a participation equal to at least 1% of the capital, or one representing a financial value of at least €65,000. Which one is smarter depends on your valuation, how many hires you plan through this route, and what you want the plan to look like three funding rounds from now.

Why virtual

Why a VSOP or SAR plan fits this route

Real shares, depositary receipts through a STAK, and options on shares in a Dutch BV all involve notarial deeds, corporate resolutions and a structure you then carry forever. For a company of under fifteen people that is heavy, slow and expensive, and it arrives at exactly the moment you are trying to close a candidate.

Virtual participation is contractual. The board sets the plan rules, the company and the participant sign a grant agreement, and the participant gets the same economic upside without becoming a shareholder. Concretely that means:

No notary and no share issue. The plan is documented, not deeded.
No change to the cap table and no voting rights, so your next round stays clean. Economic dilution still exists at payout.
No money out of the employee's pocket. They take no financial risk to participate.
Flexible design. Full value (a virtual share) or value growth only (a SAR), with vesting, leaver rules and payout triggers you choose.

We have supported start-ups whose Sharesquare participation agreements were used in this permit route, and the pattern is always the same: the immigration side wants clarity about form, percentage and conditions, and a properly drafted plan gives exactly that. If you want the wider comparison, see virtual shares vs stock options and virtual shares vs a STAK.

Paperwork

What you actually have to submit

Alongside the employment contract and the company documentation, the application asks for a contract signed by both the company and the employee that shows the form, the percentage and the conditions of the participation, plus the underlying participation scheme. So you need two layers:

Plan rules approved by the board: pool size, valuation method, incentive type, vesting, payout triggers, leaver treatment, caps and hurdles.
An individual grant agreement signed by the company and the hire, stating what they receive and under which conditions.

The evidence list also names shares, share options, depositary receipts and a profit share in a limited partnership as documented routes, each with its own corporate documents. Whatever instrument you choose, keep it consistent: the offer letter, the employment contract and the participation agreement should describe the same grant in the same words.

Design

Designing the plan so it still works in year three

A permit application is a moment. The plan lives for years. Decide these before you sign:

Vesting. Long schedules weaken the story that the employee really participates. Guidance published by the Netherlands Point of Entry mentions a maximum vesting period of 36 months for this route, so keep the schedule tight and confirm the current expectation with RVO.
Leaver rules. What happens to vested and unvested units when someone leaves, and what happens if their permit ends.
Payout triggers. Usually a sale or IPO, sometimes a company buy-back or a dividend-style payout. Make sure the company can fund it.
Room for the next four hires. Size the pool for five permits, not one, and for the rest of the team who will also want a stake.

Pitfalls

Five things that go wrong

Promising equity in an offer letter with no plan behind it. The application needs signed documents, not an intention.
A percentage nobody can substantiate. If you claim 1%, be able to show the pool and how the grant relates to the capital.
Template contracts that contradict each other. Mismatched definitions between plan and grant are an easy reason for questions.
Forgetting the other fourteen people. Give five newcomers a stake and nothing to the team that built the product, and you buy yourself a culture problem. See five rules of thumb on culture and participation.
Assuming the rules stay put. This is a pilot. Verify the conditions at IND and RVO on the day you apply.

Not sure which instrument suits you at all? Start with the overview of five ways to reward employees with equity.

Sharesquare provides software and educational content. This article is not legal, tax or immigration advice. Always confirm your situation with the IND, RVO or a qualified adviser.

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