Key Highlights
Broad and practice‑oriented definition of startup and scale‑up
Under the draft bill, a company qualifies as a startup or scale‑up if:
- It is focused on rapid growth through a scalable and repeatable business model rooted in innovation;
- It is not listed on a regulated stock exchange; and
- It is not more than 25 percent (directly or indirectly) owned by a listed company.
The definition does not rely on fixed age or revenue thresholds. As a result, more companies may qualify as startups or scale‑ups than is often assumed, including businesses that have already been operating for several years or have recently attracted growth capital.
Key measure 1: New employee share option regime
For employees of qualifying startups and scale‑ups, the draft bill introduces a specific share option regime as an exception to the general Dutch share option rules.
Key elements include:
- Taxation at disposal of shares: As a main rule, wage tax becomes due when the employee sells the shares acquired upon exercise of the option.
- Reduced taxable base: After deduction of the exercise price, only 65 percent of the benefit is taxable as employment income, resulting in an effective tax burden of approximately 32 percent at the top tax rate.
- Optional earlier tax moment: Employees may elect (subject to timely written notification) for taxation at exercise or when the shares become tradeable.
- Sale of the option itself: When the option is sold prior to exercise, the favorable regime does not apply, and the full gain remains taxable.
The new regime is intended to better align taxation with the moment at which employees actually realize liquidity.
Illustrative example – Impact of the 65 percent taxable base
This simplified example is for illustration purposes only. Actual taxation depends on individual circumstances, employee elections and final legislation.
| Current Dutch rules | Draft startup/scale-up regime |
Gain realized on sale of shares | EUR 100,000 | EUR 100,000 |
Taxable base | EUR 100,000 | EUR 65,000 |
Wage tax rate (illustrative) | 49.5% | 49.5% |
Wage tax due | EUR 49,500 | EUR 32,175 |
Effective tax burden | 49.5% | ~32% |
Key measure 2: Box 3 – taxation upon disposal
Under the future Dutch box 3 system (currently expected to apply from 2028), taxation of private wealth is expected to generally move from a deemed‑return system to taxation based on actual economic returns, which for many assets may include annual taxation of unrealized value increases.
The draft bill introduces a specific exception for shares in qualifying startups and scale‑ups. For these shares, taxation would take place on a capital gains basis, meaning that tax becomes due only upon disposal of the shares, rather than on annual unrealized value increases.
This approach aims to better reflect the illiquid nature of startup and scale‑up shareholdings and to prevent tax liabilities from arising when no cash proceeds are available.
