Dutch stock options are wage: taxed at up to 49.5% when the shares become tradable, often before employees can sell. From 1 January 2027 the government proposes that employees of recognised start-ups and scale-ups are taxed on only 65% of the benefit, and only when they sell, about 32% at the top rate. Depositary receipts bought at market value through a STAK avoid wage tax on growth altogether, unless they are a lucrative interest.
How Dutch stock options are taxed in 2026
A stock option is wage in the Netherlands. The benefit, value of the share minus the exercise price, is taxed in box 1 at up to 49.5% when the shares become tradable, or at exercise if the employee chooses. For start-up employees that often means a tax bill on paper wealth they cannot sell.
When tradable
Or at exercise by choice; never at grant.
Up to 49.5%
Box 1 wage tax, withheld by the employer.
Dry tax
Tax due before an exit gives cash to pay it.
2027 regime
65% taxable and deferral to sale for start-ups.
The proposed start-up and scale-up regime
- 65% taxable. Only 65% of the benefit counts as wage, about 32% at the top rate instead of 49.5%.
- Taxed at sale. Employees can defer the tax until they sell the shares.
- Recognised companies only. Start-ups and scale-ups recognised by RVO; the company applies and reports changes.
- Status. Proposed for 1 January 2027 and still to be adopted by parliament; details may change.
From 2027 a Dutch start-up option can be taxed like founder equity: later, and at about a third.
Certificates through a STAK, growth shares and phantom plans
| Plan | How employees are taxed | Good for |
|---|---|---|
| Options | Box 1 on the benefit; 2027 regime for qualifying start-ups | Simple, standard for VC-backed companies |
| Receipts bought at market value through a STAK | No wage tax on later growth; box 3 while held, unless a lucrative interest | Early stage, low valuations, committed teams |
| Receipts at a discount | Box 1 on the discount at grant, then box 3 | Rewarding key people with skin in the game |
| Phantom shares or SARs | Box 1 on cash payouts | Keeping the cap table untouched |
A STAK keeps the votes with the founders and gives employees a clean economic interest. Valuation at grant decides almost everything, so get it documented.
Calculate the tax on one employee's options
Indicative, at the 49.5% top rate. Box 3 for the STAK plan uses the 2026 deemed return on the average value.
Stock option tax calculator
Enter one employee's grant. You see the tax under today's rules, the 2027 start-up regime and a certificate plan through a STAK.
Today, when the shares become tradable.
About 32%, deferred to sale, for recognised start-ups.
Bought at value, growth leaves wage tax.
Sweet equity is taxed in box 1.
Employee stock options in the Netherlands: frequent questions
When are employee stock options taxed in the Netherlands?
Since 2023, when the shares acquired become tradable, unless the employee chooses to be taxed at exercise. The benefit is wage, taxed in box 1 at up to 49.5%, and the employer withholds wage tax.
What changes for start-up stock options in 2027?
The government proposes that from 1 January 2027 only 65% of the option benefit is taxed for employees of recognised start-ups and scale-ups, and that tax can be deferred until the shares are sold. At the top rate that is about 32%. Parliament still has to adopt it.
How does a company qualify for the new regime?
It must be recognised as a start-up or scale-up by the Netherlands Enterprise Agency (RVO), based on growth focus, a scalable model and innovation. Detailed criteria follow in the legislation.
What is a STAK in an employee plan?
A Dutch foundation that holds the shares and issues depositary receipts to employees. Employees get the economic value, the founders keep the votes, and the cap table stays clean.
Are depositary receipts taxed like options?
If employees buy them at market value, the later growth is not wage but box 3 wealth, unless the instruments are a lucrative interest. Receipts given below value are taxed as wage on the discount.
What is a lucrative interest?
Shares or receipts that give an employee a return disproportionate to the investment, such as sweet equity or carried interest. That return is taxed in box 1 at up to 49.5%, or in box 2 through a personal holding with at least 5%.