Employee ownership in a small company: where to start and what it costs

Updated: October 2026

You have two or three founders, your first one or two employees, and you want them to own part of what they are building. The textbook answer in the Netherlands is a STAK with depositary receipts, set up by a notary and documented by a lawyer and an accountant. That structure is built for a company of fifty. For a company of five it is often the reason nothing happens at all.

Quintus Willemse, founder and CEO of Share Council, ran into exactly this in 2015, with his own software company. He talked about it with Daniel Faloppa of Equidam in episode 19 of The Equidam Podcast, and his advice for small companies comes down to one idea: decide where you want to end up, then take the smallest step that keeps that route open.

Start from the end: employees who own shares

Quintus works backwards from the goal, and the goal is real ownership. "If the tax authorities see an employee as a true shareholder, you're not paying income tax over the profits you gain from your shares," he says. "If you're not seen as a true shareholder, you pay more taxes, because everything is seen as income: salary and bonuses. As far as I've seen, in every economy in Europe and in the US, the best thing is to eventually become a true co-owner. That is either a share or a derivative of a share."

In Dutch terms, an employee who pays the market value for a share or a depositary receipt holds an investment. Growth after that purchase is taxed as capital: in box 2 for a holding of 5% or more (Wet IB 2001, art. 4.6) and in box 3 below that. The exception is a lucrative interest, where returns that are really a reward for work stay taxed as income. Anything paid out as a bonus, including stock appreciation rights (SARs) and phantom shares, is wage in box 1, at up to 49.50% in 2026 on income above €78,426 (Belastingdienst).

Quintus is blunt about SARs: "Stock appreciation rights or virtual shares are, dishonourably said, nothing else but a bonus calculated in a very nice way, which is the highest form of taxes you would pay over the gains."

Why you probably should not set up the STAK on day one

A STAK (stichting administratiekantoor) holds the shares and issues depositary receipts to your team; the receipts carry the economic rights and the STAK board votes (Ondernemersplein). The foundation has to be created by notarial deed (Civil Code, art. 2:286), and moving shares in a BV into it also needs a notary (art. 2:196). Once it exists, receipts can change hands without a notary, which is why it is the right end state for a growing team.

The question is when. "As a small company of three co-owners and one first employee, we often say: you might want to hold off on setting up that foundation," Quintus says. "The only reason you would set it up right now is because you know that before the end of the year you're probably going to have ten employees and not one. If it's just one extra employee, you want to avoid going to the notary, you want to avoid the extra accountancy costs."

So the test is your hiring plan, not your ambition. If you expect around ten people on the cap table within a year, do the STAK now and do it once. If you are adding one or two people, start with an in-between step.

The in-between steps

There are three practical ways to start before a STAK exists. They differ in when tax hits and in what the employee ends up holding.

Options on receipts of a future STAK

An option is the right to buy a share later at a price agreed today. Under current Dutch law the option itself is not taxed at grant. Tax is due on the difference between market value and exercise price when the shares become tradable, or at exercise if they are tradable then or the employee chooses that in writing (Wet LB 1964, art. 10a). After that, the employee holds receipts and further growth is taxed as capital. This is the route Share Council recommends most often, because, in Quintus's words, "in the future the employee can become truly co-owner, hence pay less taxes." You can grant the options now and create the STAK later, when the team is big enough to justify the notary.

Economic ownership rights

Here the legal share stays with the founders, and the employee buys the economic interest in it by contract. "It's a derivative of a share which you can trade without a notary," Quintus says. "You can sell it to an employee, the employee becomes truly co-owner, and can later transform that economic ownership right into a depositary receipt." The catch is that the employee pays real money at today's value and carries the risk, so this suits people who want to invest, not everyone. We compare the two structures in depositary receipts versus economic ownership rights.

SARs and phantom shares

These are the lightest to set up, but every euro the employee receives is taxed as wage. They make sense for a company that mainly wants to share profits, less so for one that wants employees to own part of the value. Our comparison of options and SARs goes deeper, and the options and SARs page shows how each works on the platform.

What it costs

When Quintus tried to make his own team co-owners in 2015, the bill was the problem. "Two owners, three employees, that was the company. I wanted to make everybody co-owner and figured out that it was needlessly difficult and, for us at that moment, expensive: to go to a notary, to set up a foundation, to have advisors set up the documentation, lawyers set up the contracts, accountants do the calculations. All together that becomes a really expensive package."

That experience is why Share Council's plans follow the same staged route (prices as of October 2026, excluding VAT, from our pricing page):

• Free / Micro, €0. Cap table and share register for up to 25 shareholders, shareholder dashboards, phantom shares and shares. For micro businesses and anyone exploring.
• Co-Ownership Starter, €2,490 in the first year (including 2 hours of setup support), then €1,990 a year. Options over a future STAK with all STAK paperwork prepared, no notary to start, and a full year of Equidam valuations for setting a fair exercise price.
• The STAK itself, €1,950 one-off, created at the notary with one email whenever you are ready, usually when you raise a real round and start hiring.
• Scale, for 25+ employees and more complex instruments, with a dedicated onboarding manager.

The point is the order: you pay for the notary once the team is large enough to need it.

Valuation is where most founders get stuck

Every route above depends on one number: what a share is worth today. "When a company sells something to an employee, it has to be at the right market value," Quintus says. "If a company sells it under market value, the delta between the actual market value and what the employee paid is seen as income, as salary, and it's taxed as salary by the tax authorities."

The Belastingdienst can look at that transaction again years later, and by then it cannot be undone. "You can change any participation plan that you have, but you cannot change the action that you executed so many years ago," Quintus says. "If that employee bought a share for 10 when the market value was 100, you can't change that years later. So you want to make sure those actions are all correct."

He hit this wall himself. "My employees said: Quintus, we're happy to do this, but what is the value and how are we going to calculate it? I had a call with a registered valuator, who said: I'm valuing companies of a hundred million plus. A company your size, two founders and three employees, I have no idea what the value of a company like that is. Nobody knows. So I was stuck." He later found Equidam, and since February 2026 the two companies are one group.

Granting early does not save tax. With options, the whole gain up to exercise (or later, when the shares become tradable) is taxed, so granting this year or next does not lower the bill. The reason to grant early is fairness: everyone enters at a price that reflects what the company was worth when they joined, and your first people get more of the upside they help build. You can get a valuation through Share Council; paid plans include it.

Offer it to everyone, and let vesting carry the risk

Many founders arrive wanting to include only their two or three best people. Quintus pushes back on that. "If you're going to pre-select who you think is talented and who not, and treat the group that way, you get an unstable, unsafe group. You're better off making sure that everybody can participate in some way."

The worry behind the shortlist is usually risk, and vesting handles it. "Even an employee who just came out of school can get a package on the first day, and it's fairly safe, because if he leaves within a year, everything goes back to the company," he says. Companies that take ownership seriously also give employees a formal voice, which we wrote about in why most companies fail at employee voting.

The 2027 option rules

The Dutch government has sent parliament a bill for start-ups and scale-ups with a decision from RVO. If it is adopted, tax on option shares moves to the moment the employee sells them, and only 65% of the gain is taxed, which the government puts at an effective rate of about 32%. It is meant to start on 1 January 2027, but it still needs both houses of parliament and could change (Ministry of Finance, business.gov.nl). It covers options, not shares or receipts granted directly. Our article on what the 2027 option ruling means has the details. It makes options a sensible first step. It does not make a grant urgent.

Where to start

Get a valuation first, because every other decision depends on it. Then decide who participates and on what vesting schedule, and pick the route that fits your hiring plan for the next twelve months: options over a future STAK for a small team, a STAK straight away if you expect around ten people on the cap table this year. You can start for free and move up a step when the team grows.

This article draws on episode 19 of The Equidam Podcast, in which Daniel Faloppa talks with Quintus Willemse about employee ownership in Europe, Dutch option tax and the cost of getting started. Quotes are lightly edited for spoken filler. Find the podcast on Equidam's YouTube channel.