From the USA

Stock Options for US Founders in a Dutch BV: How the Rules Work

Updated: 6 October 2026 Holdwise editorial team USA Stock options BV

In the Netherlands, employee options are taxed as salary when the shares from the option can be sold (become tradable). That can be later than exercise. By law, the employee may instead choose to be taxed at exercise. The timing of these tax moments is important for US founders who build a Dutch team. It is also important for founders who bring US options with them when they relocate. At Holdwise, we keep this answer up to date and change it when the rules change.

The Dutch rule for your team

An employee option in a Dutch BV is taxed at exercise, or later if the shares are still locked at that moment. Grant and vesting are tax-free. The tax is due on the spread (the value of the shares minus the exercise price) and is withheld through payroll. If the shares stay locked after exercise, the tax is deferred by law until the shares become tradable, unless the employee chooses to be taxed at exercise. With this rule, companies whose shares are outside any public market can offer workable options. Gains after that point are taxed under the normal rules for shareholders.

Designing a plan in the BV

Plain options under a plan document and board resolutions. This is the standard, flexible approach.
Certificates via a foundation: with Dutch certification, the team gets the economic value of the shares and the founders keep the votes. Investors know this structure well.
Cap table: set the size of the option pool, the rules for the strike price and the leaver terms once, in writing. See what US investors expect.

US options when founders relocate

Some founders earn options in the US and exercise them after they relocate to the Netherlands. The tax on these options is then split over the period in which they were earned. The tax treaty divides those years between the two countries, and you use tax credits to avoid paying tax twice. Timing is the most important planning point. The country that taxes first depends on whether you exercise before or after the year of your relocation. Plan the options together with the relocation itself. See the overview of the two tax systems and the guide for relocating from California.

Does your company want its European entity in the Netherlands? See setting up a Dutch subsidiary for the steps, the costs and a comparison with other countries.

Founders’ own equity

Founder shares fall outside the option rules. The increase in value is taxed in box 2 (tax on substantial shareholdings) when you sell the shares or receive a distribution. You choose that moment yourself. For more, see exit planning for US founders.

Free advice

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Part of Doing Business in the Netherlands, the complete 2026 guide.

Frequently asked questions

When exactly does my Dutch employee pay tax on options? +

When the shares from the option can be sold (become tradable). If they can be sold right away, that is at exercise. The tax is due on the spread and is withheld through payroll. The employee may also choose to be taxed at exercise. Grant and vesting are tax-free in the Netherlands.

Can our Delaware parent grant options to Dutch staff? +

Yes. Plans of the US parent that include Dutch employees are standard. The tax on the spread is withheld through Dutch payroll, at the Dutch tax moment. By law, that moment is when the shares become tradable, or at exercise if the employee chooses this.

What happens to incentive stock options (ISOs) from my US employer when I relocate to the Netherlands? +

The US taxes them under its own rules. As a Dutch resident, you pay Dutch tax on the part that the tax treaty allocates to the Netherlands. Both systems apply, so timing is important. Plan your exercise dates around the year of your relocation, well before you leave.

Sources Belastingdienst · KVK · wetten.overheid.nl Last updated: 6 October 2026