Netherlands
Employee Equity in the Netherlands
Dutch startups almost always operate as a B.V. (besloten vennootschap), where share transfers require a notarial deed. This makes direct share ownership for employees cumbersome, so Dutch companies lean heavily on stock options, depositary receipts issued through a STAK, and phantom or SAR plans.
Dutch employee equity guides
Employee Equity
Dutch company law requires every transfer of B.V. shares to go through a notary, which adds cost and delay to direct share ownership. Most Dutch startups therefore use stock options or a STAK structure to give employees economic exposure without constant notarial deeds.
Stock Options
Dutch stock options give employees the right to buy B.V. shares at a fixed strike price after vesting. The main tax question is when the benefit is taxed, at exercise by default, or later if the employee elects to defer under the 2023 rules.
Phantom Shares
Phantom shares and stock appreciation rights (SARs) let Dutch companies reward employees based on share value growth without transferring actual shares or receipts. Payouts are taxed as ordinary wages under box 1 when paid.
Share Plans
A Dutch employee share plan usually combines a reserved option pool with either a STAK structure or direct share issuance, chosen based on company stage, cap table complexity and governance preferences.
Equity Tax
Dutch employee equity is taxed mainly through box 1 wage tax at exercise or payout, with a 2023 deferral election available for options, and box 3 or lucrative interest rules applying to gains held after that point.
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