Dutch start-up share options: tax at sale, on 65% of the benefit, from 2027

Country reference

• Country: Netherlands (planned expansion country)
• Authorities: Ministry of Finance; Netherlands Tax Administration (Belastingdienst); RVO
• Topic: Tax incentives for start-up and scale-up employee share options
• Key date: Proposed from 1 January 2027, subject to EU state aid approval
• Law: Tax Incentives for Startups and Scale-ups bill (Tax Plan 2027 package)

The proposal

• Tax on exercised options moves to the moment the shares are sold, with an option to elect an earlier moment.
• Only 65% of the benefit enters the wage tax base, for an effective rate of about 32%.
• Companies need a certificate from RVO, valid for eight years and renewable three times for five years.
• Options in a parent company can qualify if both companies hold RVO decisions.
• A two-year holding period runs from grant to sale.

Timing

• Statutory definitions of start-ups and scale-ups from 1 January 2027.
• Entry into force depends on European Commission state aid approval.
• Intended to cover options granted from 17 April 2025 if no wage tax was levied by 31 December 2026.

Why it matters

• Tax at sale solves the cash problem of paying tax before shares can be sold.
• It makes Dutch start-ups more competitive for international talent.
• Investors in Dutch start-ups, including Gulf venture funds, benefit from easier hiring.

What to do now

• Start-ups: prepare an RVO application once the procedure opens.
• Review existing option plans for the transition rule.
• Avoid triggering wage tax on options before 31 December 2026 where the new regime may apply.

Our take

This is one of the more generous option regimes in Europe, if approved. Details from adviser summaries; check the final bill and state aid decision.