SARs (Stock Appreciation Rights)
What are SARs (stock appreciation rights)?
Updated: October 2026
A stock appreciation right (SAR) is a promise from your company to pay an employee the increase in value of a number of shares, measured from a base price you fix when you grant it. The employee buys nothing and does not become a shareholder. When an agreed moment arrives, such as a sale of the company or a funding round, the company pays out the difference, usually in cash.
If you are choosing between SARs and options, our page on options and SARs puts the two side by side.
SARs at a glance
Growth without new shares
Employees share in the rise in value, while your cap table and your shareholders stay as they are.
No notary, no STAK
A SAR is an agreement between the company and the employee. You don't need a notary or a foundation to set it up.
Paid from company cash
The company pays the payout itself, so agree in advance where that money will come from.
Why companies choose SARs
Reward the whole team
A SAR plan gives everyone a stake in the growth, from the first hire to the management team, without all those people becoming shareholders and every transfer needing a notary.
Keep ownership simple
Votes and shares stay with the current shareholders. That suits founders who want to share value now and make employees co-owners later.
Teams outside the Netherlands
Because a SAR is only a contract, the same plan can cover people who work in another country. Their payout is taxed under local rules, so check those before you grant.
How to set up a SAR plan
Choose who gets SARs and how many
Decide whether the plan is for key people or the whole team, and how many SARs each person receives. Set the base price from a current valuation, so the payout only rewards growth after the grant.
Set vesting and payout events
Agree when SARs are earned, for example monthly over four years, and which events trigger a payout, such as a sale of the company or a funding round. Also write down what happens when someone leaves before then.
Plan the payout
Decide how the payout is calculated and paid, and what happens if the company has no cash available at that moment. The Dutch law firm Kienhuis Legal lists this among the points to settle in the agreement up front.
Who SARs suit
SARs work well for a company that wants to share its growth with the team but isn't ready to change who owns it. Think of a business where the founders hold all the shares and employ a small team, or a company with staff in several countries. They fit less well when you want employees to become co-owners: a SAR holder never owns a share, and the payout is taxed as salary. In that case options on certificates in a STAK are usually the better choice.
Setting up and running your SAR plan on Share Council
SARs are not part of the Free / Micro plan. Email sales@sharecouncil.co to ask which plan fits your SAR scheme. You add your company and shareholders to the platform, create the grants with their base price, vesting schedule and conditions, and have the agreements signed digitally. From then on Share Council keeps the records: who holds how many SARs and how many of them have vested, including for people who have left. Employees see their own position in their dashboard.
If you want an expert to read through your plan terms or think through the tax for your situation, book an expert hour. If you later want to move the team to options and certificates in a STAK, the Co-Ownership Starter plan covers that route.
What it costs
Prices as of October 2026, excluding VAT, from our pricing page and our page on expert hours:
- SARs are not included in the Free / Micro plan (€0). Email sales@sharecouncil.co for the price of a SAR plan.
- Expert hour: €252, and you only pay for the time used.
A worked example
You grant an employee 2,000 SARs with a base price of €5 per share. Four years later the company is sold at €17.50 per share. The payout is 2,000 × €12.50 = €25,000, which the company pays through payroll.
Dutch law firms agree that this payout is income for the employee, with tax withheld through payroll (Kienhuis Legal, Blenheim). How much tax depends on the employee's other income. For someone already earning more than €78,426, the 2026 rate on that slice is 49.50% (Belastingdienst). That means about €12,375 in tax and €12,625 for the employee. The same firms note that the company can normally deduct the payout from its taxable profit, with exceptions, so have your tax adviser check this for your company.
Frequently asked questions
Is a SAR taxed when you grant it?
No. According to Kienhuis Legal, tax is due when the SAR becomes unconditional, which in practice is the payout. Until then the employee owes nothing.
Does granting SARs early save tax?
No. The whole payout is taxed as income, however long ago the SARs were granted. An early grant does fix a lower base price, so people who join early get more of the growth. That rewards joining early. It is not a tax saving.
Do the proposed 2027 rules apply to SARs?
No. The bill that would tax option gains only at sale, and on 65% of the gain, covers options and not SARs (Taxlive). It is also not law yet. Our post on the 2027 option rules follows the bill.
What happens when an employee leaves?
The agreement decides. You can let SARs that haven't vested lapse and set separate rules for vested ones, for example for good and bad leavers. Kienhuis Legal names leaving as one of the points to settle before the first grant.
Can a SAR holder vote?
No. A SAR is a contract, not a share, so it carries no voting rights (Kienhuis Legal).
Where can I read more?
Our SAR guide in the knowledge base covers the basics, and the difference between stock options and SARs compares the two with a worked example.
Start for free with your cap table, and email sales@sharecouncil.co when you want to set up your SAR plan.