Firstly, who can receive NSOs?

Direct employees

YES

EOR employees

YES

CONTRACTORS

YES

difficulty score

🌕

difficulty score

🌕

difficulty score

🌕

⚠️ The tax information below is an extremely brief summary for standard situations of the referred relationship, and each situation may of course be different from the norm and have its own specificities. ⚠️

A more comprehensive set of information for this country and work relationship is available on Easop.

If you’re looking for more detailed information in this country (or if you are just curious about our global compliance offering and pricing), get in touch with us and we’ll tell you more about it! 💡

General Taxation

Learn about equity schemes and taxation policies in

the

Netherlands

At grant 👉 No taxation at grant.

‍

At exercise 👉 The spread (i.e. the difference between the fair market value (FMV) of the shares at the time of exercise and the exercise price paid by the grantee) will be subject to Dutch personal income tax. with the possibility to postpone taxation to the time the shares become “freely tradeable”.

‍

After the taxable moment 👉 The holding of the shares needs to be disclosed and will be taxed, it's called a “deemed income from savings and investments''.

‍

At sale 👉 Will depend on whether the shares were freely tradable at the time of exercise and, if the shares were not freely tradable at the time of exercise, whether the grantee has expressly requested to be taxed at the time of exercise.

We're still processing this information for website purposes. However, if you need answers immediately, the Easop app is always up to date. Schedule a demo here and we can talk it through!

At grant 👉 No taxation at grant.

‍

After the taxable moment 👉 The holding of the shares needs to be disclosed and will be taxed, it's called a “deemed income from savings and investments''.

‍

We're still processing this information for website purposes. However, if you need answers immediately, the Easop app is always up to date. Schedule a demo here and we can talk it through!

At grant 👉 No taxation at grant.

‍

At exercise 👉 Generally, the spread (i.e. the difference between the fair market value (FMV) of the shares at the time of exercise and the exercise price paid by the grantee) should be included/processed in the grantee's income from an enterprise, employment and housing (“inkomen uit werk en woning”).

‍

At sale 👉 Should be assessed on a case by case basis.

‍

We're still processing this information for website purposes. However, if you need answers immediately, the Easop app is always up to date. Schedule a demo here and we can talk it through!

Tax advantages

Learn about equity schemes and taxation policies in

the

Netherlands

Should the grantees request to be taxed at exercise, or take advantage of the recently introduced deferred taxation possibility (allowing them to postpone taxation to the time the shares become “freely tradeable”)?Since 1 January 2023, there is a new tax deferral regime under which employees have the right to opt between being taxed at the time the shares become “freely tradeable” (default option) and the time of exercise.Being taxed at a time the shares become freely tradeable would avoid “dry taxation” for the grantees, which typically occurs when grantees are taxed at a time (e.g. at grant or at exercise) where shares are illiquid.

‍

On the other hand, being taxed at the time the shares become freely tradeable/sale also increases the taxable base, as the full amount of the increase in value of the shares from the time of grant to the time of sale would be taxed, whereas if the exercise takes place earlier on, then only part of the increase in value (the one occurring between grant and exercise) is subject to professional income tax, and any increase in value starting from the time of exercise to the time of sale is subject to lower taxation - as part of the "deemed income from savings and investments" - and, as we've seen, the proceeds of the sale of the shares wouldn't be taxed as such because there are typically no taxes on capital gains unless the grantee holds a significant participation.

We're still processing this information for website purposes. However, if you need answers immediately, the Easop app is always up to date. Schedule a demo here and we can talk it through!

‍

We're still processing this information for website purposes. However, if you need answers immediately, the Easop app is always up to date. Schedule a demo here and we can talk it through!

None of note

We're still processing this information for website purposes. However, if you need answers immediately, the Easop app is always up to date. Schedule a demo here and we can talk it through!

Introduction

A more comprehensive set of information for this country and work relationship is available on Easop.

Regular employee

✅ Yes, you can grant non-qualified stock-options (NSO) to employees in the Netherlands.

In a nutshell, what does taxation look like?

At grant 👉 No taxation at grant.
At exercise 👉 The spread (i.e. the difference between the fair market value (FMV) of the shares at the time of exercise and the exercise price paid by the grantee) will be subject to Dutch personal income tax. with the possibility to postpone taxation to the time the shares become “freely tradeable”.

After the taxable moment 👉 The holding of the shares needs to be disclosed and will be taxed, it's called a “deemed income from savings and investments''.

At sale 👉 Will depend on whether the shares were freely tradable at the time of exercise and, if the shares were not freely tradable at the time of exercise, whether the grantee has expressly requested to be taxed at the time of exercise.

Employee via EoR

✅ Yes, you can grant non-qualified stock-options (NSO) to EoR employees in the Netherlands.

In a nutshell, what does taxation look like?

At grant 👉 No taxation at grant.
At exercise 👉 The spread (i.e. the difference between the fair market value (FMV) of the shares at the time of exercise and the exercise price paid by the grantee) will be subject to Dutch personal income tax. with the possibility to postpone taxation to the time the shares become “freely tradeable”.

After the taxable moment 👉 The holding of the shares needs to be disclosed and will be taxed, it's called a “deemed income from savings and investments''.

At sale 👉 Will depend on whether the shares were freely tradable at the time of exercise and, if the shares were not freely tradable at the time of exercise, whether the grantee has expressly requested to be taxed at the time of exercise.

Contractor

✅ Yes, you can grant non-qualified stock-options (NSO) to contractors in the Netherlands.

Note that granting stock options to contractors could increase the misclassification risk (i.e. the contractor relationship being requalified as an employer-employee relationship, with all tax consequences that can go with it). This will never be the only factor though, what counts primarily for determining the degree of misclassification risk are factors relating to the modalities of the services performed (control over the contractor’s work, exclusivity, term of the services, etc.).

In a nutshell, what does taxation look like?

The taxation for contractors is not entirely clear as it depends on the nature of the activities and professional status of the contractor, and there’s no specific legal regime clarifying this for contractors (contrary to employees).

At grant 👉 No taxation at grant.
At exercise 👉 Generally, the spread (i.e. the difference between the fair market value (FMV) of the shares at the time of exercise and the exercise price paid by the grantee) should be included/processed in the grantee's income from an enterprise, employment and housing (“inkomen uit werk en woning”).