Designing a Dutch share plan
Most Dutch startups reserve an option pool, expressed as a percentage of fully diluted shares, and set it aside in the shareholders' agreement before hiring begins. A written option plan document sets out vesting, exercise price, and what happens to unvested and vested options on leaving, called good leaver and bad leaver provisions, building on the basics of employee equity in a B.V.
- Reserve a pool in the cap table before granting to avoid ad hoc dilution decisions
- Set a standard vesting schedule and apply it consistently across hires
- Decide early whether exercised options convert into direct shares or STAK receipts
- Document leaver provisions clearly, since Dutch employment law gives departing staff some protection
STAK structure versus direct shares
| Factor | STAK receipts | Direct shares |
|---|---|---|
| Voting rights | Retained by STAK board | Held by employee |
| Admin cost per transfer | Lower after setup | Notarial deed each time |
| Best for | Larger employee base | Small number of senior hires |
| Governance complexity | Higher upfront | Lower upfront |
Rolling out a Dutch plan step by step
Founders should agree the pool size and vesting standard with investors during a funding round, since investors often expect the pool to be created or topped up pre-money. Legal documents should be drafted or reviewed by a Dutch corporate lawyer familiar with startup option plans, since standard templates from other jurisdictions do not map directly onto B.V. law, including the mechanics of stock options themselves.
Changing from direct shares to a STAK later is possible but adds cost and requires shareholder approval, so it is worth deciding the structure early alongside option pool sizing if the company expects to hire broadly.
Setting up a Dutch plan, answered
- How big should an option pool be for a Dutch startup?
- Most seed and Series A companies reserve 10 to 15 percent of fully diluted shares, though the right number depends on hiring plans and investor expectations.
- Can a company switch from direct shares to a STAK later?
- Yes, but it requires shareholder approval and legal work to transfer shares into the foundation, so it is simpler to decide the structure early.
General information for founders, not legal or tax advice. Thresholds and rates change, so confirm the current position with an adviser in the relevant country before granting.