Granting Dutch options with vesting and strike prices
An employee is granted a right to acquire a set number of shares at a strike price, usually set at the share's current fair market value so there is no immediate taxable benefit at grant. The right vests over time, commonly four years with a one year cliff, and can only be exercised once vested and while the option has not expired, mirroring the general approach to employee equity in Dutch companies.
- Grant: strike price set, vesting schedule starts, no tax due
- Vesting: portions of the option become exercisable over time
- Exercise: employee pays the strike price and receives shares or receipts
- Sale: shares are sold, usually at an exit or secondary sale
The 2023 deferral election
Before 2023, Dutch wage tax on options was due at exercise, when the employee often held illiquid shares with no cash to pay the tax bill. This dry income problem discouraged employees from exercising. Since 2023, employees can choose to defer the taxable moment from exercise to the point when the shares become tradable, for example at a liquidity event or IPO, a choice covered in more detail under equity tax.
The election must be made actively and within the rules set by the tax authority. It shifts the taxable moment but does not eliminate the tax, and the taxable amount is measured at the later moment, which can be higher or lower than the value at exercise.
Wage tax stage by stage
| Stage | Default rule | With 2023 deferral |
|---|---|---|
| Grant | No tax if strike is fair value | No tax |
| Exercise | Box 1 wage tax on spread | No tax yet, if elected |
| Shares become tradable | Not applicable | Box 1 wage tax on value at that point |
| Later sale | Box 3 or lucrative interest rules on further gain | Same |
Box 3 and lucrative interest
Once shares are held after exercise, further value growth is usually taxed under box 3, the Dutch tax on savings and investments, rather than as employment income, which is why the exercise price set at grant matters for the final outcome. However, if an employee's stake is structured or sized in a way that resembles a management incentive tied closely to work performed, the lucrative interest (lucratief belang) rules can apply instead, taxing gains at a higher effective rate as income from other activities.
Whether lucrative interest rules apply depends on the size of the stake relative to investment made and the structure used. This is a specialist area and should be checked with a Dutch tax adviser before shares are issued.
Common questions on Dutch option exercise
- When do Dutch employees normally pay tax on options?
- By default at exercise, on the difference between the share's fair value and the strike price, taxed as box 1 wage income.
- What problem does the 2023 deferral election solve?
- It addresses dry income, where employees owed tax on illiquid shares they could not easily sell to fund the tax bill. Now they can defer the taxable moment until shares are tradable.
- Is deferral automatic?
- No, it requires an active election that meets the conditions in force at the time. Confirm the current process with a tax adviser.
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.