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Granting equity in 

the 

Netherlands

 

Get to know everything about your taxation and reporting obligations in 

the 

Netherlands

Introduction

⚠️  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! 💡

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

Want to know more about equity in 

the 

Netherlands

?

Discover everything you need to know about taxation and reporting obligations for you and your team in 

the 

Netherlands

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