News item | 01-04-2026 | 17:33
Today an internet consultation starts on two tax measures that support startups and scale-ups in the Netherlands. A new scheme will be introduced that makes it more attractive to reward employees with options on shares in the company. In addition, the definition of startups and scale-ups for box 3 will be adjusted so that it is more in line with practice. The internet consultation runs until April 29.
In consultation with the startup and scale-up sector, two areas for improvement have been identified that can improve the business climate for these companies in the Netherlands. The first point concerns the moment when employees have to pay tax on their stock options. Many startups and scale-ups offer their employees compensation in the form of stock options. Currently, they pay taxes as soon as the shares obtained from the options become tradable, even if the shares are not sold immediately. The second point concerns better alignment of the definition for startups and scale-ups with practice. Both areas for improvement are addressed with this proposal.
Share option scheme
Part of the internet consultation is the new scheme that makes it more attractive for startups and scale-ups to reward employees with options on shares in the company. Many startups and scale-ups have few financial resources to reward talent in the start-up phase with a competitive salary, but they do want to be an attractive employer and retain talent. That is why they often offer the possibility of reward in the form of options on shares in the company. With this proposal, taxation is deferred until the moment when the shares obtained from the options are actually sold (and the benefit is realized), even if the employee leaves employment in the meantime. In addition, 65% of the taxable amount is included in the tax levy. The rule that only 65% of the benefit is taxed only applies to the period in which the employer is classified as a startup or scale-up. The proposal also stipulates that an employee who receives options in his employer’s startup or scale-up is not worse off than under the regular scheme for share options. This means that this employee can still opt for taxation when the shares become tradable.
New definition of startups and scale-ups for box 3
The government is working on the introduction of a new system in box 3. In the new system, taxpayers pay on their actual return, but there is an exception for shares in start-up companies. The current definition currently does not sufficiently reflect the characteristics of startups and scale-ups. That is why we have worked on a better definition. The new definition of startups takes into account the specific characteristics of startups such as innovation and scalability.
If a company meets the new definition, it will receive a decision from the Netherlands Enterprise Agency. With this decision, the shares in the startup or scale-up in the new system for box 3 are not taxed according to a capital growth tax, but according to a capital gains tax. This means that tax only needs to be paid on the value development of the shares upon sale.
Follow-up
The government believes it is important to consider input from external parties and stakeholders before submitting the proposal to the House of Representatives. You can respond to the internet consultation from April 1 to April 29. The aim is to have the stock option scheme come into effect on January 1, 2027. The intention is that the new definition for box 3 can be used immediately on the intended implementation date of the new box 3 system in 2028. The bill for the new system is currently being discussed by the Senate. This new definition represents an important improvement to the new system. The government is also looking at other mitigations for the new system. For the new scheme for employee participation, the European Commission must first give permission for the scheme. This is necessary to prevent the scheme from being classified as unauthorized state aid.
