A significant shift is underway in how employee stock options are treated in the Netherlands, poised to make a real difference for innovative startups, scale-ups, and the individuals who help them grow. Beginning 1 January 2027, the Dutch government will introduce a new tax regime that changes when and how employee stock options are taxed, with the aim of making participation more attractive, fairer and more aligned with actual value creation.
A More Competitive and Fair tax Treatment
Under the current Dutch tax system, employees can face high tax bills on options even before they have the cash from selling shares. Often the tax is due when options are exercised or when the shares become tradable — even if the employee hasn’t actually realised any gains. This creates a tension between tax obligations and real financial benefit, especially in companies where liquidity comes later in the growth journey. Blenheim
The 2027 ruling changes this. First, the taxable moment will shift: instead of being taxed before sale, employees will have the option to be taxed only when the shares are actually sold. In simple terms, that means tax comes at the same time the employee gets real cash, a much more intuitive and fair approach, particularly for startups and scale-ups where liquidity events don’t happen every quarter.
Alongside this, the taxable base for income from stock options will be reduced to 65% of the gain, meaning that the effective tax rate drops to around 32.17 % rather than facing the full progressive wage tax rate that can go much higher. This brings Dutch stock option tax treatment closer in line with other jurisdictions and makes equity a more attractive tool for retention and recruitment. Loyens & Loeff
Wat dit betekent voor bedrijven en deelnemers
What This Means for Companies and Participants
For companies, this change has strategic importance. Equity participation has long been a cornerstone of talent attraction and alignment, but fiscal friction has sometimes weakened its effectiveness, particularly for early-stage teams that rely on long-term growth rather than short-term liquidity. The 2027 reform reduces that friction and gives companies more confidence that equity can serve its purpose as a shared incentive. EY
For employees, the rule change means they will no longer be forced to sell part of their shares solely to cover an immediate tax bill. Instead, they can choose to hold on and align the tax event with the economic reality of share sale, a shift that really matters when your personal financial upside is tied to long-term growth rather than quick liquidation. Loyens & Loeff
Who Qualifies and What’s Next
At the moment, the 2027 changes are focused on innovative startups and scale-ups, and precise eligibility criteria will be defined in further legislation. There is an expectation that companies will need to meet specific “innovative” or “scale-up” criteria set out by the Netherlands Enterprise Agency (RVO) or similar regulatory guidance, but final details are still in development. Blenheim
Crucially, the new regime is not yet law until it passes through the full legislative process. Once adopted and published, it will take effect on 1 January 2027, giving companies and advisors time to plan ahead. Business gov
A Step Toward More Accessible Participation
At Share Council, we’ve long seen how tax and regulatory environments can shape the adoption and success of employee ownership. The 2027 option ruling is not just a technical tweak — it is a strategic shift that acknowledges the realities of building and scaling modern companies. By aligning taxation with liquidity and lowering effective rates, the Netherlands is making employee stock options a much more practical and equitable instrument for shared value creation.
For companies designing employee participation plans today, preparing for the 2027 regime will be essential. It creates opportunities to rethink equity structures, communicate value more clearly to teams, and integrate participation into broader people and growth strategies.
If you want to explore what this means for your company’s option plans or participate in the transition to the new rules, we’re happy to help you navigate the details and plan ahead.
