New rules for startup stock options in the Netherlands

Two Changes That Fix Different Parts of the Problem

The proposal addresses the liquidity trap through two changes working together, one shifting when tax falls due, the other reducing what it is calculated on. Neither change alone would fully solve the problem; together they turn stock options back into the recruiting tool they were meant to be.

The drop from 49.5% to roughly 32% is the headline figure, but the deferred timing is really the structural fix, and the removal of the valuation requirement is the administrative relief nobody asked for by name but everyone will appreciate. For an employee who would previously have faced a 49,500-euro tax bill with no cash in hand to cover it, the proposed regime produces a bill closer to 32,000 euros, and it arrives at the exact moment 100,000 euros of actual sale proceeds does too.

Key takeaway: This regime is not automatic. Benefiting from the shifted timing and the 65% grondslagversmalling requires the company to hold an RVO beschikking confirming it genuinely qualifies as a startup or scale-up, and the option agreement itself needs a written condition stating the option cannot be exercised within two years of grant. Without both pieces in place, the standard rules continue to apply by default.

Since the qualifying entity matters as much as the qualifying company type, key differences holding BV and operational BV is worth reading alongside this, given how connected-entity structures interact with option eligibility below.

Does Your Company Qualify

The definition of startup and scale-up written into this proposal is deliberately broader than the word suggests. A company that has been trading for six years, employs 80 people, and generates 12 million euros in annual recurring revenue from a scalable SaaS model rooted in genuine technological innovation could still qualify as a scale-up here, even if nobody at the company would ever describe it that way informally.

Four conditions define eligibility. The company needs to be gericht op snelle groei, aimed at rapid growth, assessed against its business model and market positioning rather than simply its age; a company built for international expansion with a clear growth trajectory fits, while a traditional local professional services firm does not. The verdienmodel itself needs to be schaalbaar en herhaalbaar, scalable and repeatable, and rooted in innovation; a software platform where each additional customer costs relatively little to serve clears this bar easily, while a consultancy delivering bespoke work person by person generally does not, and the innovation involved does not need to be deep technology, just something beyond ordinary business-as-usual. The company must not be beursgenoteerd, listed on a stock exchange, and no more than 25% of it can be held, directly or indirectly, by a listed party, which rules out public company subsidiaries while leaving most private-equity-backed startups and scale-ups comfortably inside scope.

The fourth condition is procedural rather than substantive but equally decisive: the company needs an actual RVO beschikking, a formal qualification decision from the Rijksdienst voor Ondernemend Nederland, valid for eight years and renewable, sometimes grantable retrospectively where circumstances allow. Without that beschikking in hand, the new regime simply cannot apply, regardless of whether the company would otherwise clear every substantive test with room to spare.

Watch out: Options on shares in a verbonden lichaam, a connected entity, fall outside this regime entirely. If a Dutch holding company owns a qualifying scale-up outright, and the holding issues options on its own shares to employees working at the operating subsidiary, those options sit outside scope. The option needs to be on shares in the specific entity where the employee actually works, and that entity is the one that needs to hold the RVO beschikking.

Since holding structures are exactly where this kind of eligibility question gets complicated in practice, setting up a BV and holding together covers how that structure typically comes together and where the qualifying entity actually sits within it.

The Numbers in Practice

The rate reduction becomes genuinely clear once applied to an actual scenario rather than left as an abstract percentage. Take a product manager at a qualifying Dutch scale-up who receives options on 5,000 shares in April 2025, with an exercise price of 5 euros a share, matching fair market value at grant. Three years later, in 2028, the company gets acquired, and every employee sells their shares at 25 euros each.

The sale itself produces 125,000 euros, 5,000 shares at 25 euros, against 25,000 euros paid to exercise the options originally, leaving a net gain of 100,000 euros. Under the current rules, tax would have fallen due earlier, whenever the shares first became verhandelbaar, requiring a fair market valuation at that earlier point in time rather than the eventual sale price; if that interim value happened to sit at 15 euros a share, the taxable gain calculated at that moment would come to roughly 50,000 euros, taxed at 49.5% for about 24,750 euros, with the remaining gain up to the eventual 25-euro sale price taxed separately later, an approach that is genuinely more complex, requires a contested valuation, and lands at a moment when no actual cash has changed hands yet.

Under the proposed regime, the calculation is considerably simpler. The full 100,000-euro gain, measured against the actual 25-euro sale price rather than an earlier estimated value, gets reduced by the grondslagversmalling to 65,000 euros treated as taxable loon, and loonheffingen at the top rate on that figure comes to roughly 32,175 euros. No valuation is required anywhere in this calculation, and the tax itself falls due at the exact moment the employee has 125,000 euros in actual sale proceeds sitting in their account.

The practical difference here is not purely about the rate itself. It is about timing, certainty, and no longer needing to arrange financing to cover a tax bill on shares that have not yet been turned into cash. One genuine wrinkle worth flagging directly: the proposal explicitly notes that an employee's emigration triggers a fictieve vervreemding, a deemed disposal, of the shares or options at that moment, which brings the deferred tax forward immediately regardless of whether an actual sale has happened yet. Anyone considering relocating abroad while still holding unvested or unsold options needs to model this specifically before making that move. Since box 1 rates sit underneath this entire calculation, how much tax you pay covers that broader rate picture in full.

What to Do Now

The proposed entry into force sits at 1 January 2027, contingent on parliamentary approval and EU state aid clearance, which makes the final months of 2026 a genuinely important planning window for founders and employees alike, even with the law not yet final.

For founders and HR teams running a Dutch startup or scale-up, applying for the RVO beschikking is worth starting early, since the process itself takes time and nothing else works without it. Run a self-assessment against the four qualifying criteria before engaging RVO formally, and check whether current option plan agreements already include the required written lock-in clause and a market-rate exercise price; where existing agreements are missing either condition, new grants from 2027 can still be structured correctly going forward, even if older grants cannot be retrofitted after the fact.

For employees already holding options, the transitional rule, the overgangsrecht, is the single most immediately actionable piece of this whole proposal. Options granted on or after 17 April 2025 that have not yet left the loonsfeer, meaning the shares have not yet become verhandelbaar or otherwise triggered a taxable event before 31 December 2026, could potentially benefit from the new regime once it takes effect, even though the law did not exist when those options were originally granted. This is worth assessing with a tax advisor before year-end rather than after, and the employer still needs its own RVO beschikking in place for this transitional benefit to actually apply.

For anyone whose options already became verhandelbaar before 1 January 2027, the current rules simply continue to apply; the proposed regime offers no retroactive relief once an option has already entered the loonbelasting system under the old rules. The one genuinely open question worth checking is whether any currently held options have technically crossed that verhandelbaar threshold yet or not.

For angel investors and early-stage shareholders, the same startup and scale-up definition extends into the new box 3 system planned for 2028, under which qualifying shares held personally would move to a vermogenswinstbelasting, taxed only at sale, rather than the current annual vermogensaanwasbelasting on paper value changes. The same RVO beschikking a company needs for its employee option regime also unlocks this box 3 treatment for its shareholders, which is a meaningful reason for early investors to care whether a portfolio company actually pursues that beschikking. Worth knowing too: none of this comes free. The government has been transparent that the cost is funded by reducing the meewerkaftrek and stakingsaftrek by roughly 75% from 2027, phasing both out entirely by 2030, a direct cross-subsidy from traditional IB-ondernemers to innovation-economy employees that is worth knowing about even if it does not change anyone's own planning directly. Since option income and a DGA's own salary and dividend decisions interact closely, DGA salary vs dividend covers that broader picture, and accountant or bookkeeper covers where professional guidance on the RVO application and option plan structuring genuinely earns its cost.

Get Ready Before the Rules Actually Land

None of this is final yet, and the parliamentary process running through the rest of 2026 could still adjust the details before anything takes effect. What is already clear is the direction: Dutch policy is moving to fix a liquidity problem that has genuinely cost the startup ecosystem talent for years, and the transitional rule for options already granted since April 2025 means this is worth tracking now rather than waiting for a final vote.

If you want help thinking through your RVO application, your option plan structure, or how this interacts with your existing payroll and equity setup, book a demo and we will walk through your specific situation. Our team can also help you incorporate your BV or get bookkeeping and payroll running correctly around whatever structure you land on.

FAQs

What is the new Dutch startup stock option tax regime?

It is a proposed set of rules that would shift when startup and scale-up employees pay tax on their stock options, from the moment shares become tradeable to the moment they are actually sold, while also reducing the taxable share of the gain to 65%.

When does the new regime enter into force?

The intended date is 1 January 2027, but this depends on the proposal passing both the Tweede Kamer and Eerste Kamer and receiving EU state aid approval from the European Commission, none of which has happened yet.

What is the grondslagversmalling and what does 65% mean?

It means only 65% of the gain on qualifying stock options counts as taxable loon, with the remaining 35% exempt, which is what brings the effective top rate down from 49.5% to roughly 32%.

At what rate will startup employees be taxed on their options from 2027?

Approximately 32%, calculated as the standard 49.5% top rate applied to only 65% of the gain, rather than the full gain being taxed at that top rate as happens under current rules.

Does my company qualify as a startup or scale-up?

It might, even if it does not identify as a classic startup. The test looks at whether the company is aimed at rapid growth with a scalable, repeatable, innovation-based business model, is not stock exchange listed, and is not more than 25% held by a listed party.

What is the RVO beschikking and how do I apply for it?

It is a formal qualification decision from the Rijksdienst voor Ondernemend Nederland confirming a company meets the startup or scale-up definition, valid for eight years and renewable, applied for directly with RVO, and required before either the employee option regime or the future box 3 treatment can apply.

Can existing options granted before 2027 benefit from the new regime?

Potentially, under the transitional rule, if the options were granted on or after 17 April 2025 and have not yet triggered a taxable event, such as the shares becoming tradeable, before 31 December 2026.

What is the 2-year lock-in condition?

It is a requirement that the option agreement explicitly states in writing that the option cannot be exercised within two years of the grant date, one of the conditions a company and its option plan need to meet for the favourable regime to apply.

What happens if I emigrate before selling my shares?

Emigration triggers a fictieve vervreemding, a deemed disposal, at the moment you leave, which brings the deferred tax forward immediately even though no actual sale has taken place, so this needs modelling carefully before any relocation decision.

How does this affect angel investors and shareholders of startups in box 3?

From the planned 2028 box 3 system, shares in a company holding a qualifying RVO beschikking would be taxed only when sold, rather than annually on paper value changes, a meaningful benefit for early-stage investors and shareholders in qualifying companies.