Never eaten kaas of stock options? No problem. This is the explainer on employee ownership in the Netherlands we wish we’d had: practical, current, and free of tax jargon (fine, mostly free).
A stock option is the right to buy shares in a company later, at a price you lock in today. If the company grows, you’ll buy something worth a lot for an apple and an ei. If it doesn’t, you simply let the right expire.
An ESOP (employee stock option plan) is the document in which a company sets this up for all its people: who gets how much, when, and what happens if you leave.
Startups can offer something their big competitors can’t: a slice of a growing pie, baked together. That attracts people willing to take a risk, and rewards them when it pays off.
And then there’s the flywheel. People who get a share of a successful startup’s exit often start something themselves, or invest in someone who does. Booking.com alumni have started at least 50 companies, Adyen alumni 28. That’s how one success turns into several.
2.6%
of Dutch employees have any form of ownership in their employer.
14/30
The Netherlands in the Not Optional ranking: joint second-lowest score, with Belgium. Measured before the new law.
2×
as much of their company is owned, on average, by US startup employees in later stages compared with European ones.
1 in 2
Dutch founders name rewarding talent as their biggest operational challenge.
Until now, the Netherlands was an awkward country for options. You paid tax at moments when you hadn’t seen a single euro. That is likely to change on 1 January 2027, with a new law now before the House of Representatives. Hence this page.
Because stock options are so hard tax-wise in the Netherlands, Unity had offices in twenty countries, but not in the Netherlands. It also makes it hard for Dutch people to join startups abroad, while that's the school for starting your own startup later.
Lucas MeijerUnityOptions work at companies that want to grow fast and will one day be sold or go public. An option is only worth something if someone else wants to buy your shares.
The new law has its own definition of a startup or scale-up. In plain language, it’s a company that:
The RVO, the Netherlands Enterprise Agency, checks whether your company meets this and then issues a decision (beschikking). Without it, the old rules apply. The cabinet gave its own example of what doesn’t count: a company that drops its innovative model to start a liquor store. Cheers.
So: a ten-person software company with European ambitions? Probably yes. Your bakery, however innovative your sourdough? Probably not. For stable, profitable companies, profit sharing is often a better fit.
A story in five chapters
Meet Sanne. She’s an operations manager and joins Wheelfly, a twelve-person startup in Utrecht that builds software for shared bikes. She earns €40,000 gross a year, around the Dutch average, and gets 8,000 options on top. We’ll follow those options from signature to payout.
We made up Sanne and Wheelfly. Sadly, we didn’t make up the rules.
Sanne at Wheelfly · Year 0
0 of 8,000 options vested1 square = 200 options
Chapter 1
Sanne gets a grant letter: 8,000 options with a strike price of €10. That’s the price she’ll pay per share later, however much the share is worth by then.
Why 8,000? Wheelfly grants options worth 200% of the first year’s salary, spread over four years. Twice €40,000 is €80,000, and divided by €10 per share that’s 8,000 options.
Why €10? Because that’s what a Wheelfly share is worth today: its fair market value. Investors paid €10 per share in the last round too. A strike equal to the market value isn’t stinginess. Under the new law, it’s the only way to get the full tax break. Sanne is rewarded for the value she helps build.
On the cap table, the list of who owns how much, Wheelfly has 1,000,000 shares, counting all options. Sanne’s 8,000 options are 0.8%. Sounds small. It is, until the company is worth a lot.
Wheelfly uses a STAK, a foundation that holds the actual shares and issues certificates. When Sanne exercises later, she gets certificates: all the economic rights of a share, without the vote. That way not every shareholders’ meeting turns into a team outing.
Sanne pays no tax here yet: getting options isn’t a taxable moment.
Chapter 2
In the first year, not a fluitketel happens. Wheelfly uses a one-year cliff: if Sanne leaves within twelve months, she gets no options at all. If she stays, a quarter vests in one go on her first work anniversary: 250 options.
Harsh? A little. But it’s a trial period for both sides. A company doesn’t want to give away a slice of the pie to someone who’s gone after three months.
Chapter 3
After the cliff, Sanne earns the rest of her options month by month, until she has all 8,000 after four years. That’s vesting. What’s vested is yours, even if you leave. What isn’t, isn’t.
In year two, Wheelfly raises a Series A: investors pay €25 per share for 250,000 new shares. There are now 1,250,000, so Sanne’s 8,000 options are no longer 0.8% but 0.64%. That’s dilution.
Bad news? Not necessarily. Her slice is smaller, but the pie is bigger. On paper, each option is now worth €15 (€25 minus €10). Better 0.64% of something big than 0.8% of an idea. She can’t sell yet, by the way: that’s only allowed two years after the grant.
Chapter 4
After four years, Sanne gets an offer she can’t refuse (or she wants to cycle through Patagonia for a year, also fine). What happens to her options?
That depends on how she leaves. A good leaver leaves on good terms: resigning, a reorganisation, illness. She keeps her vested options. A bad leaver leaves after, say, fraud, and usually loses them. What exactly counts as ‘bad’ is in the plan. So read it.
Then there’s the exercise period: how long you have after leaving to turn your options into shares. In the US, it’s often just 90 days. Under the new Dutch rules, exercising is no longer a taxable moment, so there’s little reason to rush leavers. Good plans let good leavers exercise right up to the exit.
Sanne leaves as a good leaver with 8,000 vested options. She doesn’t pay or settle anything. Under the new law, leaving isn’t a taxable moment.
Chapter 5
In year six, Wheelfly is acquired for €50 per share. This is what all that vesting was for: the exit.
Sanne exercises and sells in one move. She gets 8,000 × €50 = €400,000, minus her strike of €80,000. Gain: €320,000.
Under the new rules, 35% of that gain is exempt. On the other 65%, so €208,000, she pays wage tax, through her (former) employer. At the top rate of 49.5%, that’s €102,960, about 32% of her gain. She keeps €217,040: more than five years’ salary. Under the old rules she would have paid €158,400, and possibly years earlier, when she didn’t have a cent.
And now Sanne becomes part of the flywheel herself. With that money, she can start her own startup, with her own seed capital. Or she invests in the people she’s seen grow alongside her, now that they’re starting something of their own.
Nice story. But there are three things you should know.
The liquidation preference. In a sale, investors often get their money back first, before anyone else sees a euro. That’s a liquidation preference. At €50 per share it doesn’t matter. But say Wheelfly is sold for €12.5 million. The Series A investors get their €6.25 million back first. The other €6.25 million goes to the remaining 1,000,000 shares: €6.25 each. That’s below Sanne’s €10 strike, so her options are worth nothing. Even though the company sold for millions.
The lock-up. If Wheelfly goes public instead of being sold, Sanne usually can’t sell for a while, often six months. That’s a lock-up. After that she can sell at whatever the share price is then. Which might be higher, or lower.
The faalhaas. Only 21.6% of startups actually grow. If Wheelfly goes bust, the options are worth €0. Sanne didn’t exercise, so she hasn’t lost any money either. That’s why, in the Netherlands, you usually only exercise at the exit.
Founders
Options let you hire talent you can’t win on salary alone, and keep people when things get tense. Investors expect them, and the people you give a slice today may well invest in the next generation tomorrow.
Don’t start with the legal document. Start with why. Do you want to hire, to retain, or mostly to make everyone feel this is something you own together? The answer decides how big your pool is, who gets what, and how you talk about it.
Because 100% of nothing is still nothing. You’re not giving shares away, you’re trading them for the people who make the company bigger. Every funding round dilutes you anyway. An option pool is a round in which your team is the investor, and pays with work.
What the farmer doesn’t know, he doesn’t eat. Most people in the Netherlands have never had options. Explain it with three scenarios: the company fails, sells modestly, or becomes a big success. Show in euros what that means for them. The usual advice: have these conversations one-on-one until you have around 50 people.
Still not interested after that? Also fine. Options are a bonus. Don’t push anyone to give up salary.
A common option pool is 10% to 20% of all shares. Research shows European startups often get stuck around 10%, while successful startups need about 12% at Series A, 14% at B, and 16% at C. Y Combinator argues for 20% as early as seed.
Rule of thumb: make the pool big enough for everyone you’ll hire before the next round.
Think in euros, not percentages. Percentages drop with every round; an amount stays understandable.
A rule of thumb you often see for your first 10 to 20 employees: over four years, grant options worth 200% of one year’s salary, at today’s market value. On a salary of €80,000, that’s €160,000 in options. At €10 a share, that’s 16,000 options, vesting over four years.
After that, the risk drops, and so does the grant: to 33% to 75% of base salary, depending on the role.
After four years someone is fully vested, and a big reason to stay is gone. That’s what the refresh grant is for: a new grant, announced well before the previous one runs out. The usual advice is to do it after 2.5 to 3 years, especially for your best people. In 2018, 58% of European startups had no retention grants at all.
A spot bonus is another koek: a smaller, one-off grant for exceptional work. Note: every new grant gets the strike of that moment, and the two-year clock starts again.
The standard is four years with a one-year cliff, then monthly. Want to bind people more? Look at back-loaded vesting (10%, 20%, 30%, 40%), like Amazon does. Acceleration on an acquisition? At most ‘double trigger’: only on acquisition and being let go, and only for management.
At the market value on the day of grant. Lower is allowed, but then your employee loses the 35% exemption on the difference. Use your last round’s price while it’s recent. Is it old, or has a lot changed since? Get a valuation done and write down how you got there.
A long one. Under the new rules, exercising and leaving no longer cost your employee any tax. A 90-day window forces leavers to pay thousands of euros for shares they can’t sell. Let good leavers keep their options until an exit, or at least several years. Options are usually valid for ten years.
If you’ll have more than a handful of shareholders: yes. A STAK holds the actual shares and issues certificates. Your team shares in the value, but not everyone has to attend the shareholders’ meeting. It takes a notary and some admin, but your cap table stays clean. US investors sometimes need a moment to get used to it.
No, not even if someone offers to trade. Whoever gives up salary for options carries the risk twice. And for you, it becomes state aid, with extra paperwork. Paying people in hope isn’t a compensation policy.
Usually it’s smart. Take SARs: they’re taxed as wages (up to 49.5%), options under 10b at around 32%. When you convert, the strike becomes the current market value. The value already built up in the SARs can be settled as SARs. Growth from here on falls under the new plan.
And the other forms? SARs look simpler, but often cost more. Profit sharing is taxed fully as wages, and a startup rarely has profit to share. Ordinary shares and directly issued certificates cost your people money and tax straight away. And options without a decision fall under the old rules. If you can get an RVO decision, options under 10b are the best deal for most startups.
A US holding (the ‘Delaware flip’) can be handy for US investors, but it’s no tax trick for your team. Anyone who lives and works in the Netherlands pays tax here. Under the new law, options in a parent company, including a foreign one, can count. But only if it owns more than half of your Dutch BV and has its own RVO decision. Flip for your investors, not for the taxman.
Ideally before your first employee. Explaining afterwards why the first five people got nothing is a lot harder.
But the law hasn’t passed yet. There’s no need to rush grants before 1 January 2027: options granted on or after 17 April 2025 fall under the transitional rule, as long as they meet the conditions. So it’s fine to watch the kat out of the tree for a bit.
You apply electronically at the RVO, through a portal that will open once the law takes effect. The RVO looks at your scalability (funding, cost structure, market) and your innovation (what makes you different). There’s no points system and no age limit.
The decision is valid for eight years and can be renewed up to three times by five years. Does your company change so that it no longer qualifies? Report it within four weeks. Otherwise the RVO can fine you (up to the fifth category, over €100,000), though the cabinet says it will only do so in evident cases.
A spreadsheet with, per shareholder: the number and type of shares, options, strike, grant date, and vesting schedule. Start simple, but start. Your lawyer or notary can keep it for you too. Once it’s more than a handful of people, European tools like Ledgy or Capboard help.
Note: under 10b, your records of shares, options, and transactions must be up to date at all times. A messy spreadsheet is no longer just embarrassing, it’s a tax risk.
Honest answer: it varies enormously, and we don’t have enough real numbers yet to name an amount. Count on a tax advisor, a lawyer for the plan, a notary for the STAK and new shares, and some yearly admin. Ask for a fixed price. Did you just have a plan set up yourself? Send us what it cost, and we’ll add it here (anonymously).
A tax advisor for the tax side and the RVO application, a lawyer for the plan and leaver rules, and a notary for the STAK and issuing shares. The cabinet itself assumes startups as a rule hire tax professionals. So you don’t have to do it alone. You do need to understand what you sign. That’s what this page is for.
In euros, with scenarios, one-on-one. Explain what an option is, how many shares there are in total, what the strike is, and show three scenarios. Be honest that €0 is a realistic outcome. Don’t sew anyone an ear on.
You can, but careful: the new regime only covers employees. Advisors and freelancers with their own company fall outside it and are taxed under the ordinary rules. Give them something that fits what they actually do, with vesting, just like your team. An advisor who comes by for coffee twice a year isn’t a co-founder.
Yes, and it shows options are worth something real. A common guideline: let employees sell 15% to 20% of their vested options in a funding round, through a secondary. Under 10b that’s only possible two years after grant, and your company co-signs via the approval agreement.
Then you follow your leaver rules, so make sure you have them. Someone leaving on good terms, including being made redundant, is a good leaver who keeps their vested options. Bad leaver clauses are for fraud and serious misconduct, not for someone it just didn’t click with.
You stay involved after they leave: when they sell later, your company withholds the wage tax. So keep your former employees’ contact details.
Talent
Options give you a share of what you help build. Under the new law you only pay tax when you sell, and less than on salary. And if it works out, it’s your seed money: for your own company, or to invest in others.
Because at a startup you’re building something that doesn’t exist yet, and it’s fair to share in it if it works. Just remember: salary pays for groceries, options pay for daydreams. That’s why it’s a good salary first, and options second.
No. Negotiate your salary as if there were no options, and treat the options as a bonus. Don’t offer to trade salary for extra options either: then you carry the risk twice.
The number alone means nothing. 10,000 options out of 10 million shares is less than 1,000 out of 100,000. Always ask for your percentage, the strike, and the latest valuation. Then calculate: (value per share − strike) × number of options.
For reference: at US seed-stage startups, engineers get around 1% (senior) to 0.15% (junior) of all shares on average. In Europe it’s often lower.
If a company is vague about any of this, that’s a red flag. You might be buying a cat in the zak.
Getting certificates through a STAK? No problem: they give you the same economic rights as shares, just without the vote. Do check how you get them. As an option? Then everything on this page applies. Directly, for little money? Then you pay tax straight away on the difference with the market value, as wages.
And the rest? SARs and profit sharing pay out in cash, taxed fully as wages. Ordinary shares make you an actual owner, but cost you money and tax straight away. And options without an RVO decision fall under the old, stricter rules. So always ask: is it an option, and does the company have an RVO decision?
Ask. Many founders simply haven’t thought about it, or assumed it wasn’t doable in the Netherlands. Send them this page (subtly, of course). Does the company really not want to? That’s useful information too.
In short: you only pay when you sell, and then on 65% of your gain. Moment by moment, if your employer has an RVO decision:
If your employer doesn’t have a decision, the old rules apply: you pay at exercise, or once the shares become tradable, on 100% of your gain.
Moving to the Netherlands with options in a Dutch startup? Then the value on the day you move here counts as your strike. So you pay no Dutch tax on the growth before that. And you can use the 30% ruling for expats alongside the new option regime.
Today, probably almost nothing, and that’s by design. With a strike equal to the market value, you start at zero. What they become worth is what the company later sells for, minus your strike, minus what investors get back first, after dilution. Many startups never reach a big exit. So don’t put them in your mortgage application.
Not to get them. You do to exercise them: the number of options times the strike. For Sanne that was €80,000. At an exit it usually happens automatically: the buyer pays, your strike is deducted, and you get the difference.
Usually only at an exit: an acquisition or IPO. Under 10b, never sooner than two years after grant, and always with written approval from your employer and the buyer. Sometimes it’s possible earlier through a secondary, when the company lets employees sell some in a round. Ask about it.
Check three things: how much have you vested, are you a good leaver, and how long do you have to exercise. Vested and a good leaver? Then you keep your options. Under the new law, leaving isn’t a taxable moment. You only pay when you sell, and the withholding then goes through your former employer. So make sure they have your new email address.
Leaving just before your cliff? Then you’re fishing achter the net. Sometimes staying a few more weeks is worth it.
Then you get a protective assessment: the Netherlands records what you owe, with unlimited deferral until you sell. If the value drops afterwards, or you also pay tax in your new country, part of it is often waived. This is the moment for a tax advisor.
Then you usually exercise and sell in one go. Watch the liquidation preferences: in a sale below the last valuation, there may be little left for common shares. You get the money minus the wage tax your (former) employer withholds.
Then you get shares you can sell on the stock market, but usually after a lock-up of a few months. And only once two years have passed since your grant.
Then your options are worth nothing. If you didn’t exercise, you haven’t lost anything either. If you did, you’ve lost your strike and you’re sitting with the baked peren.
Yes. (Kidding. Or are we?) Options are how an ecosystem funds itself: the money from one exit becomes the seed capital of the next company. The flywheel, you know. We wouldn’t mind.
Helpers
Investors, advisors, policymakers, buyers, lawyers, and freelancers: you all deal with options, even if you don’t get them yourself. Good option plans make companies that grow faster and keep their people, and an ecosystem that keeps feeding itself.
Investor
Not in a spreadsheet. An option pool costs you a few percent, and pays for itself in people who stay when it gets hard.
A team that shares in the upside makes your stake worth more: nobody pulls an all-nighter for someone else’s exit. And under the new law, it’s finally an attractive deal for Dutch teams as well.
Advisor
With vesting, just like the team. No vesting, no options.
If you’re not employed, you fall outside article 10b and ordinary tax rules apply. Getting options as an employee? Then read Talent.
Policymaker
Half of Dutch founders name rewarding talent as their biggest challenge. In the European ranking, only Finland scored lower than the Netherlands.
The cabinet expects the short-term loss of deferred tax income to be outweighed by what comes back: more startups growing into scale-ups, more jobs and, in time, higher tax revenue.
Buyer
In due diligence, find out how many options are outstanding, what the liquidation preferences are, and what happens on an acquisition: cash out, convert, or keep vesting.
Swap the options for options in your company and you’re not a startup yourself? Then the benefit runs pro rata up to the acquisition. Give the team a new reason to stay afterwards.
Legal professional
European employees end up with half the ownership of US ones. So the advice is a bigger pool and options for everyone, from seed.
No sale for two years, a three-signature approval agreement for every sale and accurate records. Plus an SME check at every grant.
Freelancer
Article 10b is only for employees. Freelancers and contractors with their own company fall outside it.
You can still agree on shares or options, but under the ordinary rules. Get advice, or just charge your full rate. Does ownership matter to you? Then joining as an employee might be worth considering.
Usually 10% to 20% of all shares, growing with every round. According to research, successful startups need about 12% at Series A, 14% at B, and 16% at C. Most important: enough for everyone you want to hire before the next round.
Usually before. Investors ask for the pool to be created or topped up in the pre-money. And that’s where the aap comes out of the sleeve: the dilution then falls on existing shareholders, mostly the founders, rather than on the new investor. That’s the ‘option pool shuffle’. Founders do well to negotiate the size of the pool, not just the valuation.
Startups often ask about SARs, certificates, ordinary shares, or profit sharing. With an RVO decision, options under 10b are almost always the better choice. Without one, they fall under article 10a.
Less than you’d think. Some see it as socialism, others as capitalism. The left sees wealth shared more widely, the right sees entrepreneurship rewarded. The cabinet itself names both goals: attracting talent, and making sure shares aren’t only in the hands of founders and (international) investors.
But is it for millionaires or for starters, then? For the makers who take a risk, wherever you’re from, whoever you are, whatever you can do. Startups are for anyone who wants to build.
There certainly are some, now that the bill is still before parliament: about enforcement, inequality, and evidence. MPs even asked for one practical handbook. (Hence this. Hi, MPs!)
But put it in perspective: the countries around us, from Germany and France to the UK, sorted this out long ago, and so did the successful tech hubs in the US. So sorting this out is mostly kicking in an open deur.
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