In the Netherlands, employee stock options are generally taxed through payroll (employment) taxation. Since 1 January 2023, payroll tax is in principle due when the acquired shares become tradeable, with an election to tax earlier at exercise.
The taxable benefit is typically the fair market value of the shares at the tax point minus the exercise price (and any employee contribution), and the employer withholds payroll taxes.
For innovative start-ups/scale-ups, a proposed regime has been announced aiming to reduce the tax burden (including a 65% tax base) and to defer taxation until (at the latest) sale/disposal of the shares. The intended effective date of this proposed regime is 1 January 2027, subject to parliamentary approval.
If you’d like to discuss what this means for your situation (valuation, tax point, documentation), feel free to send us a message.
