Netherlands launches public consultation on new tax regime for start-up and scale-up employee share options

On 1 April 2026, the Netherlands’ government published for public consultation a legislative proposal, the Wet fiscale stimulering startups en scale-ups, which contains a package of measures designed to strengthen the competitive position of Dutch start-ups and scale-ups. The proposal introduces a new tax regime for employee share options in qualifying start-ups and scale-ups, and a revised statutory definition of start-up and scale-up for capital gains treatment under the forthcoming Box 3 actual return system (i.e. Wet werkelijk rendement box 3). 

The consultation period closes on 29 April 2026.

Employee share option regime

The central measure in the proposal introduces a new tax regime for employee share options (aandelenoptierechten) from qualifying start-ups and scale-ups. Under the current rules, employee share options are generally taxed at the moment the underlying shares become tradable, which can create a substantial cash burden for employees who have not sold their shares. The proposed regime addresses this by means of two principal changes:

• Deferred taxation – The moment of taxation is shifted to the actual disposal of the shares acquired upon exercise of the share options, rather than the moment the shares become tradable. Employees may elect to be taxed at an earlier point — either at exercise or when the shares become tradable — provided they communicate this choice in writing to the employer no later than the relevant earlier moment. Termination of the employment relationship does not trigger a taxable event. Taxation for former employees arises only upon actual disposal.
• Reduced tax base – 65% of the benefit realised upon disposal is included in the tax base (after deduction of the exercise price), resulting in an effective wage tax rate of approximately 32%, which is broadly in line with the combined corporate and income tax burden applicable to Box 2 (substantial interest) income. Where start-up or scale-up status expires or is revoked before the shares are disposed of, the 65% reduction applies on a pro rata temporis basis for the period during which the company held the relevant status. The reduced tax base does not apply to a prior disposal of the option. In this case, the full benefit (after deduction of the exercise price) is brought into the charge.

To qualify for the above measures, the share options must meet the following criteria: 

• relate to shares in the employer (group company shares are excluded); 
• be granted while a valid decision of the Netherlands Enterprise Agency (RVO) is in place upon application by the company (while noting that such a decision may be granted retroactively); 
• not be exercisable within two years of the grant; 
• carry an exercise price at least equal to the market value of the underlying shares at grant; and
• be subject to a written approval procedure for any intended disposal of the acquired shares, to be evidenced by a written agreement executed by the employee, the employer and the buyer.

The employer must maintain adequate records so that the shareholding, the options and all transactions (including compliance with the approval requirements) can be verified at any time. 

Share options or shares qualifying as a lucrative interest (lucratief belang) under Article 3.92b of the Income Tax Act 2001 (Wet inkomstenbelasting 2001) are expressly excluded from the regime. Where a share option or the resulting shares do not satisfy all conditions of the proposed regime, the general share option taxation rules will apply.

If an employee emigrates, a deemed disposal at fair market value is triggered and a protective assessment (conserverende aanslag) is imposed. Payment of the assessment is deferred automatically for an indefinite period and no collection interest accrues. Security is required only for relocations outside the EU/EEA. Where the value of the shares subsequently declines, relief by way of remission (kwijtschelding) is available. Relief is also available to the extent the taxing right is allocated to another jurisdiction under an applicable tax treaty or the Kingdom Regulations, or to the extent the Dutch tax liability exceeds what would have been due had the employee remained resident in the Netherlands.

By way of transitional provision, the new regime is intended to apply retrospectively to share options granted on or after 17 April 2025 (the date of the Spring Memorandum in which the measures were first announced), provided that such options have not yet been subject to wage tax as at 31 December 2026 and all conditions are satisfied. To take advantage of this transitional provision, an employer must apply for an RVO decision no later than 31 December 2027.

Revised definition of start-up and scale-up

The proposal further introduces a revised statutory definition of start-up and scale-up, which will apply both for the purposes of the new share option regime and the capital gains exception under the forthcoming Box 3 actual return system (i.e. Wet werkelijk rendement box 3). Under the new definition, a company qualifies as a start-up or scale-up if:

• it operates a scalable and repeatable business model based on innovation; 
• no shares or profit certificates (winstbewijzen) are admitted to trading on a regulated market; and 
• no more than 25% of its shares or profit certificates are held (directly or indirectly) by an entity whose shares or profit certificates are so admitted. 

For these purposes, "scalable and repeatable" means the ability to grow revenue rapidly without a linear increase in people, resources or costs, by exploiting technology that yields lower marginal costs and economies of scale. "Innovation" means the development or improvement of products, services, processes or technologies involving technical novelty or significant functional improvement relative to the relevant sector. Qualification is determined by the RVO on behalf of the Minister of Economic Affairs and Climate Policy upon application. The resulting decision is valid for eight years with the possibility of up to three five-year renewals. A company that ceases to meet the qualifying conditions, or is declared bankrupt, must notify the RVO within four weeks. Failure to do so may attract an administrative fine.

Shareholders of qualifying start-ups and scale-ups within Box 3 will be taxed on a capital gains basis (vermogenswinstbelasting) rather than the default unrealised gains basis (vermogensaanwasbelasting) with the result that tax arises only upon disposal of the shares.

State aid

The share option regime constitutes a state aid measure within the meaning of Article 107(1) TFEU and is subject to prior approval by the European Commission. The entry-into-force date of 1 January 2027 is conditional upon receipt of that approval.

Evaluation and sunset provisions

The legislative proposal includes both an evaluation obligation and a sunset clause. The provisions relating to the start-up and scale-up definition, the Box 3 capital gains treatment and the share option regime will expire on 1 January 2035 unless a bill providing for the continuation of those provisions is submitted to the Lower House of Parliament (Tweede Kamer der Staten-Generaal) before that date. Within five years of entry into force, the Minister of Finance is required, in consultation with the Minister of Economic Affairs and Climate Policy, to report to Parliament on the effectiveness and practical effects of the legislation.

Key dates

The share option regime is intended to take effect on 1 January 2027, subject to receipt of EC state aid approval. The revised start-up and scale-up definition for Box 3 purposes is intended to apply based on the anticipated introduction of the new Box 3 system in 2028. Responses to the public consultation may be submitted until 29 April 2026.

For more information on this new proposed tax regime, contact your CMS client partner or the CMS experts who contributed to this article.