Participation Plan STAK

Stock Appreciation Rights Economic Ownership Rights

How EOR, SAR and STAK Certificates Are Taxed in the Netherlands

9 min read

Jan 11, 2024, 3:00:00 PM

Updated: October 2026. This article covers Dutch tax rules for employees of a Dutch BV. It is general information, not tax advice.

Founders who want to share ownership with their team in the Netherlands usually end up choosing between three instruments: economic ownership rights (EOR), stock appreciation rights (SARs) and depositary receipts issued by a STAK. They look alike on a slide, but the tax works very differently. With a SAR, the whole gain is taxed as salary. With EOR or STAK certificates, the employee becomes an owner, and once they own the asset, the growth after that point usually falls outside box 1. For each instrument the questions are the same: when does the employee pay tax, in which box, and what does the company have to arrange? The example further down puts euro amounts on it at 2026 rates.

The three instruments in one paragraph each

EOR (economic ownership right; in Dutch economisch eigendomsrecht, or EER). A shareholder keeps the legal share and the vote, and transfers the economic rights of that share by contract: dividends, and the gain or loss when the share is sold (Share Council knowledge base). No notary is involved, and the right can later be converted into a STAK certificate. The exact rights depend on the EOR contract, and so does the tax treatment. More on EOR at Share Council.

SAR (stock appreciation right). A contract that pays the employee, in cash, the increase in value of a set number of shares. The employee never gets a share and has no vote (Kienhuis Legal). More on SARs at Share Council.

STAK certificates. A STAK (stichting administratiekantoor) is a foundation that holds shares in your BV and issues depositary receipts (certificaten) for them. Holders get the right to the profit, and the board of the STAK keeps the vote (business.gov.nl). Employees can receive certificates directly, buy them, or get options on them. More on the STAK at Share Council.

When the employee pays tax, instrument by instrument

SAR: taxed once, as salary, at payout

Granting a SAR is not taxed, and neither is vesting. When the SAR pays out, the full amount is wage. It is taxed in box 1 at the employee's income tax rate, and the employer withholds wage tax (loonheffing) through payroll (Kienhuis Legal). In 2026 the box 1 rates are 35.75% up to €38,883, 37.56% up to €78,426 and 49.50% above that (Belastingdienst). After the payout the employee owns nothing, so box 2 and box 3 never come into it.

STAK certificates: it depends on how the employee gets them

If the employee buys them at market value, there is no wage, so no wage tax at the moment of purchase.
If the employee receives them for free or at a discount, the difference between the market value and the price paid is wage in kind, valued at market value (art. 13 Wet LB 1964). The employee pays box 1 tax on it straight away, even though they receive no cash. Quintus Willemse, founder of Share Council, on the Equidam podcast: "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."
If the employee gets options on certificates, the option itself is not wage when it is granted. The employee is taxed on the value of the certificates minus the exercise price, at exercise if the certificates are tradable then, otherwise when they become tradable. The employee can choose in writing to be taxed at exercise (art. 10a Wet LB 1964). That amount is wage in box 1.

If certificates come with vesting or forfeiture conditions, for example that the employee loses them on leaving, the taxable moment and the taxable value can shift. That depends on the contract, so ask an adviser.

Once the employee holds the certificates, the box depends on the size of the stake. Certificates count as shares for box 2, because someone who is only entitled to the benefits of shares is treated as a shareholder (art. 4.3 Wet IB 2001). With 5% or more of the issued capital or of one class of shares, alone or with a partner, the holder has an aanmerkelijk belang (art. 4.6 and 4.7 Wet IB 2001). Rights to acquire such a stake, such as options, count too. If your employee certificates form a separate class, check the 5% per class. Dividends and sale gains of an aanmerkelijk belang are taxed in box 2: 24.5% up to €68,843 and 31% above that in 2026 (Belastingdienst). Below 5%, the certificates are normally part of the employee's assets in box 3. Box 3 taxes a deemed return on assets above the tax-free allowance of €59,357, at 36% in 2026 (art. 2.13 and 5.5 Wet IB 2001; Belastingdienst). The sale gain itself is then not taxed separately.

One exception matters for management packages. If the certificates belong to a class with a preferred return of 15% or more, or a subordinated class that makes up less than 10% of the capital, and they are partly a reward for work, they can be a lucratief belang. The returns are then taxed in box 1 (art. 3.92b Wet IB 2001). Whether that applies depends on your situation, so ask an adviser before you design special share classes. Leaver arrangements that buy certificates back below market value deserve the same check.

EOR: in principle like certificates, but check the contract

An EOR holder is entitled to the benefits of a share without the vote. For box 2 the law treats such a person as a shareholder (art. 4.3 Wet IB 2001), so the 5% threshold works the same way as for certificates. Below 5%, our knowledge base treats EOR as an asset in box 3, like certificates. At acquisition the same rule applies: buy at market value and there is no wage; receive it for free or at a discount from an employment relationship and the discount is wage. Because an EOR is a private contract, how a specific EOR is taxed depends on its terms. Have an adviser read your contract before you sign.

What the company needs to know

A SAR payout, the gain on exercised options and any discount on certificates or EOR are wage. The employer withholds loonheffing and reports it in the payroll tax return (Wet LB 1964). For a discount or an option gain the employee receives no cash, so agree up front how the tax will be paid.
Everything depends on market value. A price below market value creates wage, and the tax authorities can look back at it years later. Get a defensible valuation at every grant and every sale.
A SAR payout is in principle deductible from the company's profit (Kienhuis Legal). Whether costs of options, certificates or EOR are deductible depends on the structure; ask your adviser.
The STAK itself is not taxed. It holds the shares and passes the profit on to the certificate holders, and it does not have to file annual accounts with KVK. The BV usually pays its costs (Ondernemersplein).
When the BV pays a dividend it normally withholds dividend tax, which the holder can offset in their income tax return (Belastingdienst).

SAR, certificates and EOR side by side

	SAR	STAK certificates	EOR
What the employee gets	Cash equal to the value growth	Profit rights on shares, no vote	Economic rights of a share by contract, no vote
Tax at grant	None	Discount is wage (box 1); none if bought at market value	Discount is wage (box 1); none if bought at market value
Tax at vesting	None	Options: none, tax comes at exercise or later. Direct grant with vesting conditions: depends on the contract	Depends on the contract
Tax at payout or exercise	Full payout is wage (box 1)	With options: value minus exercise price is wage (box 1)	Not applicable unless built on options
While holding and at sale	Nothing to hold	Box 3 below 5%, box 2 from 5% (also per class)	Box 3 below 5%, box 2 from 5% (also per class)
Employer withholds wage tax	Yes, on the payout	Yes, on any discount or option gain	Yes, on any discount
Notary needed	No	Yes, to set up the STAK	No

A worked example at 2026 rates

Your BV is worth €1,000,000 today. Five years from now it is worth €3,000,000. An employee earning €85,000 a year receives an interest linked to 1% of the company. Everything they earn on top of their salary falls in the 49.50% bracket.

With a SAR on 1% and a base value of €1,000,000, in year five the SAR pays out 1% of the €2,000,000 growth: €20,000. Wage tax at 49.50% is €9,900, so the employee keeps €10,100 and owns nothing afterwards.
With options on 1% of the certificates at an exercise price of €10,000, the certificates are worth €30,000 in year five. The employee pays €10,000 and chooses to be taxed at exercise. The €20,000 gain is wage, so €9,900 tax. They now own certificates worth €30,000. Any further growth falls in box 3 as long as their stake stays below 5%, also per class of shares.
If the employee buys certificates or EOR today at market value (€10,000), there is no wage tax. In year five they are worth €30,000. The €20,000 gain is not taxed as income. The certificates do count towards the employee's box 3 assets every year.
If the employee receives certificates or EOR for free today, the €10,000 value is wage now: €4,950 tax in year one, paid from the employee's own pocket. After that, the same as above.

With a SAR the growth is taxed as salary, while ownership moves most of the growth out of box 1. Ownership also brings risk. If the company does not grow, the employee who paid €10,000 for certificates has lost money, and the one who got them for free has paid tax on value that never materialised.

Granting early does not save tax

For options, the grant date does not change what is taxed. The value of the option at grant is not wage. The difference between the value at exercise (or tradability) and the exercise price is wage, whenever you granted the option (art. 10a Wet LB 1964). The good reason to grant early is fairness. Your first employees get a lower entry price and more of the upside they help create.

2027: a proposal for options only

The government has proposed a new regime from 1 January 2027 (bill 37 024, "Wet fiscale stimulering start-ups en scale-ups"). It is a proposal, not law. If it is adopted, employees of companies with an RVO start-up or scale-up decision would be taxed when they sell the shares from their options, and only on 65% of the gain. It would apply to options granted on or after 17 April 2025, with a two-year lock. Lucratief belang and aanmerkelijk belang holders are excluded (nader rapport; Taxlive). In the example above, the €20,000 option gain would then cost €6,435 instead of €9,900. The bill covers options. It does not cover SARs, and nothing we have found says it covers directly granted certificates or EOR.

Frequently asked questions

How are SARs taxed in the Netherlands?

Not at grant and not at vesting. The cash payout is wage, taxed in box 1, and the employer withholds wage tax (Kienhuis Legal). At the top rate of 49.50%, a €20,000 payout leaves €10,100.

Are there tax implications with share certificates?

Yes, at two moments. When the employee gets them below market value, the discount is wage. While they hold them, the certificates sit in box 3 (below 5%) or box 2 (5% or more). Bought at market value and held below 5%, the later gain is not taxed as income.

Does a STAK pay tax itself?

No. According to Ondernemersplein the STAK is not taxed: it holds the shares and passes the profit on to the certificate holders (Ondernemersplein).

Do STAK certificates fall in box 2 or box 3?

From 5% of the issued capital or of one class of shares, alone or with a partner, box 2. Below that, normally box 3. A lucratief belang is the exception and goes to box 1. If you are near the 5% line or have special share classes, this depends on your situation, so ask an adviser.

How is economic ownership (EOR) taxed?

Mostly like certificates: a discount at acquisition is wage, and after that box 3 below 5% and box 2 from 5% (art. 4.3 Wet IB 2001). Because an EOR is a private contract, have an adviser check yours.

Is there transfer tax when shares go into a STAK?

Transfer tax (overdrachtsbelasting) only applies to shares in a company whose assets consist mainly of real estate, and only when the buyer ends up with a stake of one third or more (Belastingdienst). For a typical operating company that is not the case. If your BV owns a lot of property, check it with an adviser.

Does it save tax to grant options or certificates early?

Not for options: the gain up to exercise is taxed as wage whatever the grant date. For certificates, granting early at a low value means a smaller taxable discount, but only because the value is lower. Grant early because it is fair to your first employees, not to save tax.