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. The Dutch government has proposed a new tax regime, meant to start on 1 January 2027, that would change when and how employee stock options are taxed, with the aim of making participation more attractive, fairer and more aligned with actual value creation.
Updated: October 2026. This is still a bill, not law. The Wet fiscale stimulering start-ups en scale-ups (Kamerstuk 37024) is before the Dutch House of Representatives, and the Senate has to vote on it after that. If parliament adopts it as proposed, employees of companies with a start-up or scale-up decision from the Netherlands Enterprise Agency (RVO) would, from 1 January 2027, pay tax on their options only when they sell the shares, and only on 65% of the gain. The government puts the effective rate at about 32% (Ministry of Finance, nader rapport). Options granted since 17 April 2025 that have not been taxed yet could also qualify (Taxlive). The bill covers options only, not shares or certificates granted directly. The Council of State was critical of it, so the details can still change.
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 bill would change this. First, the taxable moment would shift: instead of being taxed before sale, employees would 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 would be reduced to 65% of the gain, meaning that the effective tax rate would drop 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
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 would reduce that friction and give companies more confidence that equity can serve its purpose as a shared incentive. EY
For employees, the rule change would mean they are no longer 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
The bill is limited to innovative start-ups and scale-ups. A company would need a decision from the Netherlands Enterprise Agency (RVO) that it is a start-up or scale-up aimed at fast growth through a scalable business model rooted in innovation. Employees would have to agree not to sell their options or shares for at least two years after the grant, and the scheme would not apply to employees who hold a substantial interest (5% or more) (sources: nader rapport, Taxlive). 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 bill 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 would make 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.
