The price that holds up best is the share's market value. Dutch wage tax values wage that isn't paid in cash at its "waarde in het economische verkeer", which is its open-market price (Wet LB 1964, art. 13). Intrinsic value, equity divided by shares, only comes close when most of the company's worth sits on its balance sheet.
This article is for Dutch owners who are about to sell shares or certificates to their staff. Our valuation page shows how Share Council records the price you pick. Tulpwerk is our demo company. The numbers are made up, the screens are real.
This is general information, not tax advice. Check your situation with a tax adviser.
Key takeaways
This article is about setting the price. If you are still deciding whether to give staff options instead of shares, our employee stock options page covers that route.
The intrinsic value of a share is the company's equity (eigen vermogen) divided by the number of shares issued. Dutch owners and accountants also call it book value or "intrinsieke waarde", and you can read the equity figure straight off the annual accounts (jaarrekening).
Written as a formula:
intrinsic value per share = E ÷ N
Here E is the equity on the most recent balance sheet and N is the number of shares issued. Shares the company holds itself are usually left out of N, so ask your accountant how your accounts treat them.
Owners like this number because it already exists and nobody has to forecast anything. The catch is that equity records what the company has kept and invested in the past. A buyer also pays for next year's profit and for the customers and people who produce it, and none of that is on the balance sheet.
Nominal value is a fixed legal amount per share, intrinsic value is a balance-sheet figure, and market value is what a willing buyer would pay today. Only market value tells you what the share is worth now. The table compares the four prices you are most likely to come across.
| Price | What it says | Where you see it | Risk as a staff price |
|---|---|---|---|
| Nominal value | The legal amount of each share, set in the articles of association | The deed of incorporation, the articles and the register. See how do I know the nominal value? | Usually far below what the share is worth |
| Intrinsic value (book value) | Equity ÷ shares issued, from the last balance sheet | Annual accounts | Fair for asset-heavy, low-profit companies, and too low for profitable or growing ones |
| Valuation | A forward-looking estimate of the company's value, for example by DCF, market multiples or a combination of methods | A valuation report from an adviser or from our partner Equidam | Only as good as its inputs, so it needs a date and a written method |
| Last round price | What an outside investor paid per share in a recent round | The investment agreement and the deed | An investor's shares may carry rights that staff shares don't, and the price goes stale as the company changes |
A valuation can combine several methods and weight them by the company's stage. For startups and growing companies, our partner Equidam combines five methods: the scorecard, checklist and VC methods and two DCF methods. In its sample report the default weights move with the stage. The scorecard and checklist methods carry 38% each at idea stage and nothing from growth stage on, while the two DCF methods rise from 4% each at idea stage to 50% each at maturity. The company can change those weights (Equidam sample valuation report, appendix "Weights of the methods", p. 20). If you would rather build your own model, company valuation on Share Council: Equidam or your own DCF explains both routes.
Yes, if the intrinsic value is close to the market value of the share. When an employee receives shares as part of their wage, the employer has to value them at their waarde in het economische verkeer (KG:204:2023:9, applying art. 13 lid 1 Wet LB). If staff pay less than that value, the Belastingdienst may treat the difference as wage, and your tax adviser can confirm how that works for your scheme.
The formula is fine as a starting point. The trouble starts when a buyer would pay more than the formula says, because the test is whether the price matches the market value. You can ask the Belastingdienst in advance for its view on your price, which is called vooroverleg. Share Council or our partner Equidam can make that request for you, and a documented valuation gives the Belastingdienst something to work from. If you want to go through your price first, you can book a paid expert hour from your account.
Book value comes close to a fair price when most of the company's worth sits in things on the balance sheet and profit is low. It is too low when the company earns well above what its assets would yield, or when it is growing.
Book value tends to fit:
Book value tends to underprice:
For the second group, a book-value price causes two problems. The first is tax, because the gap between book value and market value is what the wage tax question is about. The second is fairness. If this year's staff buy at book value and next year's staff pay a proper valuation, the first group got a better deal for reasons that have nothing to do with their work, and everyone after them will point to the cheaper price.
Here is a hypothetical example with round numbers. It is not Equidam data and has nothing to do with Tulpwerk. A consultancy has €400,000 of equity and 100,000 shares, so its intrinsic value is €4.00 per share. It makes a steady profit, and a valuation puts its equity at €2 million, which is €20.00 per share. An employee who buys 1,000 shares at €4.00 pays €4,000 for shares worth €20,000. Your tax adviser will want to look at that €16,000 gap.
Use one documented valuation per date, and apply it to every sale and every holder statement until the next valuation. That makes the price easier to defend, and everyone who joins in the same period gets the same deal.
Tulpwerk shows how this works over time. Founders Sanne and Joris took their shares at €0.01 each in 2019. An investment round in April 2022 priced the shares at €2.50, and in January 2023 the price was €3.00. Since then Tulpwerk has had a yearly valuation: €3.60 in 2024, €4.20 in 2025 and €4.80 on 30 June 2026, a company value of €4.8 million, done with our partner Equidam. Staff buy certificates from Tulpwerk's STAK in a yearly round. They paid €3.00 in March 2023, €3.60 in March 2024 and €4.20 in March 2025, and the next round runs at €4.80.
The 2019 founder price would have been a gift to anyone who bought at it in 2026. Each valuation is recorded with its date and report, so anyone who later asks "why €4.80?" can open the document behind it.
On Share Council an admin records each valuation on the Valuation tab of your shares, with the company value or price per share, the date, a comment and the report. The valuation itself comes from a funding round, your accountant or our partner Equidam. You can order an Equidam valuation on equidam.com and attach its report. Equidam's online valuation suits tech start-ups, scale-ups and service companies, so other businesses should book an expert hour first.
Certificates issued by your STAK take their price from the shares through their ratio, and certificates need a paid plan. Each holder's wallet and annual report use the recorded price from its date. Daan, a Tulpwerk employee, sees his certificates at the latest price in his wallet.
Admins can correct a past valuation, but the correction overwrites the old figures from that date. When the price changes, add a new valuation with a new date, so you keep a dated history. The valuation page shows the whole flow, and how to value your company covers what to keep with each valuation and how often to value.
Do I need an external valuer for a staff round?
That depends on your articles of association. The Civil Code's expert rule covers a shareholder who has to offer shares, or who wants to transfer them under a transfer restriction. If that shareholder asks, the price is set by one or more independent experts, unless the articles contain another price rule that the shareholder agreed to (art. 2:192 lid 3 and art. 2:195 lid 1 and 4 BW). Your notary can tell you whether your articles bring that rule into a staff round. Either way, an outside valuation makes the price easier to explain to employees and to the Belastingdienst.
How often should I update the price?
A yearly valuation keeps the price current, and you add a new one after an event that changes the company, such as an investment round. How to value your company goes into timing.
Is the equity in my annual accounts enough for the Belastingdienst?
Nobody can promise that in general, because it depends on how close book value is to the market value of your shares. Share Council can ask the Belastingdienst in advance for its view on your price, and a documented valuation gives it something to work from.
Does the same apply to STAK certificates?
On Share Council, certificates take their price from the shares behind them through their ratio, so one valuation prices both. Whether a certificate is worth less than the share behind it for tax purposes is a question to settle with your tax adviser or in vooroverleg. Our STAK page explains how the structure works.
Can I take a lock-up discount off the price?
Not on the basis of the Belastingdienst's lock-up table. That table (5.5% for one year, rising to 18.5% for five years) is a rule of proof that only covers listed shares (Kennisgroep Loonheffingen, KG:204:2023:9). For shares in a BV, ask your tax adviser whether any discount would hold up in your situation.
What if I'm valuing for a sale of the whole company?
Then the stakes are different. Business succession options in the Netherlands compares the routes, and no successor for your business? shows how a staged sale to your employees works.
Pick the method that fits your company, record the valuation with its date, and charge everyone who buys in that period the same price. The valuation page shows how Share Council keeps the price with its date and report, and how it reaches every holder's wallet.
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