Stock options for startups and scale-ups: how does the tax regime work now, and what may change?

Why startup stock options are so relevant

For startups and scale-ups, stock options are often a logical tool for attracting and retaining talent. In the start-up phase, cash is usually scarce, while employees do want to share in the company's possible growth. Stock options can then bridge the gap between limited salary options and an attractive overall package.

At Startup-Recht, we see that founders often look at equity primarily as an incentive. This is understandable, but legally and fiscally, the real complexity often lies in the details. Not every equity instrument is treated the same, and that difference determines when payroll taxes are due and how the benefit should be valued.

This is extra relevant for tech companies, because employee participation often coincides with vesting, leaver provisions, shareholders' agreements and transfer restrictions. It is precisely these elements that can be decisive for tax treatment.

What counts as a stock option for tax purposes

For tax purposes, a stock option right involves the right to acquire shares in the employer or in a company affiliated with the employer, at a predetermined price. That sounds clear, but in practice, the distinction with other forms of equity compensation is important.

An option can be conditional or unconditional. In many plans, exercise is linked to conditions, such as the expiration of time or remaining employed. For the start-up practice, it is particularly important that not every restriction means that there is a different type of tax law. At the same time, the opposite also applies: not everything that looks like equity falls under the specific stock options scheme.

That difference is essential. If a scheme does not qualify as a stock option right, you will in principle fall back on the general rules for remuneration in kind. The tax consequences may then turn out differently than founders or HR teams had previously expected.

The main rule since 1 January 2023

Since 1 January 2023, the tax regime for stock options has been adjusted. The core of this change is that taxation no longer always takes place at the time of exercise. If, upon exercise, the employee receives shares that are not immediately tradable, the tax moment will in principle shift to the time when those shares become tradable.

This is particularly relevant for startups and scale-ups. Under the old system, an employee could owe tax while there was no liquidity available to actually pay that tax. In fact, this problem often occurred in unlisted companies, where shares are acquired but cannot yet be sold freely.

The current scheme tries to reduce that liquidity problem. For many growth companies, this is a clear improvement, but only if we look closely at when stocks are legally tradable.

When are stocks tradable?

Tradability is legally assessed. A share is only tradable when there are no longer any legal, statutory or contractual restrictions on sales. This is an important point for startups, because in practice, blocking arrangements, lock-ups, approval rights or other transfer restrictions are often used.

This means that the tax moment depends not only on when an employee receives shares, but mainly on whether that employee can actually sell them. For founders, this is a relevant design point: corporate agreements and tax timing are directly intertwined here.

The option

The current regulation also offers an option. If the shares are not yet tradable when exercised, you can still opt for taxation at an earlier time. This can be beneficial, but only works well if that choice is made consciously and administratively recorded correctly.

For startups, this means that an option plan must not only be good in terms of content, but also operational. The grant documentation, the shareholders' agreements and the payroll must be compatible. Otherwise, there is a risk that the plan is correct on paper, but chafing with implementation.

Not every equity plan is taxed the same

In practice, stock options are often lumped in with other equity incentives. That is fiscally incorrect. Directly issued stocks, restricted stock, RSUs and SARs can each raise a different tax time and a different valuation question.

In principle, when issuing shares directly, the specific scheme for stock options does not apply, but the general system for remuneration in kind. The taxable moment is then usually when the right to delivery has become unconditional. After that, the shares will in principle leave the wage sphere.

The distinction between a conditional right, an unconditional delivery time and subsequent sales restrictions is also very important for RSUs and restricted stock. For tech companies that build their incentive plan internationally or in multiple layers, this is therefore not a technical detail but a key question.

Valuation remains a difficult point

Even when the tax moment is clear, valuation often remains difficult. This mainly applies to unlisted companies and stocks subject to an alienation ban or lock-up.

In practice, listed shares with a strict disposal ban have created room for depreciation, depending on the duration and severity of the restriction. But that is not an automatic right. It depends on the precise circumstances and whether the restriction is actually and strictly enforced.

For unlisted startups, valuation often becomes even more sensitive. Then connecting to investment rounds, transactions with third parties or a coordinated valuation with the tax authorities is more obvious. There is a clear lesson here: those who want to coordinate with the tax authorities must be comprehensive in providing information. A valuation agreement is only as strong as the facts on which it rests.

International teams require extra attention

For scale-ups with international employees, the arrangement becomes even more complex. Think of employees who work in the Netherlands for part of the fortification period and then leave abroad, or vice versa.

In such situations, the Netherlands may still have part of the right to tax the benefit from stock options. This means that a Dutch payroll obligation sometimes continues, even after an employee has already left the Netherlands. For companies with international hiring, this is therefore something that should already be included when setting up the plan.

New plans for startups and scale-ups

In addition to the current regulation, a next step is now also on the table. In December 2025, the contours of new measures were shared. An internet consultation for this purpose started on 1 April 2026, which will run until 29 April 2026, so this is not yet about applicable law, but about announced legislation that may become very relevant for startups and scale-ups.

The proposed direction consists of three main elements.

1. Delay of the levy until the time of sale

The proposal is to further postpone the charging moment. The central moment would no longer lie in the tradability of the shares, but in the actual sale of the shares acquired after the exercise of the option. This makes the levy even better suited to when the employee actually receives liquidity.

This is an important development for startups. Especially with private companies, there can be a big difference between being legally tradable and actually being able to sell. An arrangement that relates to actual sales is therefore often more in line with the practice of employee participation.

2. A 35% exemption

In addition, the proposal includes tax compensation for employees of innovative startups and scale-ups. The idea is that 35% of the benefit from stock options is exempt, so that 65% of the realized benefit is taxed in box 1. This brings the effective tax burden closer to the level that many entrepreneurs associate with box 2.

According to the proposal, this allowance only applies to the period in which the employer qualifies as a startup or scale-up. This makes the timing of the award and the status of the company extra fiscally relevant.

3. A new definition, with an RVO decision

There will also be a new definition of startup and scale-up. The Netherlands Enterprise Agency will play a central role in this. Companies that meet the criteria can receive a decision with a duration of eight years. This decision will be a requirement in order to make use of the new share option scheme.

In practice, this is an important point. The tax treatment of stock options is thus even more strongly dependent on a formal qualification. For founders, this means that the question of whether you are a startup or a scale-up will soon be relevant not only for subsidies, policy or positioning, but also directly for employee participation.

Why this is already relevant

Although these plans are not final yet, it is wise to include them in the design of new equity plans now. This applies in particular to companies that have granted stock options since April 17, 2025 and to companies that expect to work more intensively with employee participation from 2027 or shortly thereafter. Indeed, the consultation documents take into account that, subject to certain conditions, the new regulation may also be relevant for options that were granted on or after 17 April 2025 and have not yet been settled in the wage sphere.

For startups and scale-ups, the message is therefore twofold. The current regulation since 2023 remains leading for now, but at the same time, it pays to already think ahead about plan structure, documentation and qualification.

What founders and HR teams should do with this in concrete terms

The most important lesson is that employee participation is not just an incentive question. It also affects employment law, corporate governance, payroll, valuation and taxation. Whoever draws up a plan should therefore know in advance which instrument suits best: stock options, certificates via a STAK, direct shares, RSUs or SARs. This choice not only determines how attractive the plan is for employees, but also how control, transferability and the tax moment work out in practice.

In addition, it is wise to review existing plans again. In particular, older ESOP regulations, or plans that have not been revised since 2023, can still be based on assumptions that are no longer in line with current fiscal reality. With the consultation proposals on the table, this is even more true. For startups and scale-ups, this is therefore the time to assess whether their participation structure is still future-proof.

Conclusion

Stock options remain a powerful tool for startups and scale-ups that want to retain talent without paying high salaries right away. But fiscal attractiveness depends on the details. Since 2023, it has been particularly important whether the acquired shares are tradable directly, because that often determines when taxation takes place.

At the same time, the next step seems to be coming. If the announced plans go ahead, the tax time may move further to the time of actual sale, there will be a partial exemption for innovative startups and scale-ups, and an RVO decision will become a key condition. For growth companies, the stakes are therefore clear: smart equity structuring does not start with the grant, but already with the design of the entire plan.

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