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Selling pre-IPO startup shares in the Netherlands: STAK, options and tax

Dutch equity often sits in a STAK as certificaten, and the 2023 reform changed when options are taxed. Here’s what you hold, what controls a transfer, and how the tax works.

Written & maintained by the PrivateTechShares team · Published September 2026 · Reviewed September 2026

Quick answer. Since 1 January 2023 employees can generally elect to be taxed when the shares become tradeable instead of at exercise, matching the tax to liquidity. A later sale gain is taxed under the Dutch rules that apply to your situation.

Dutch startups often hold employee equity through a STAK, and the Netherlands reformed its stock-option tax in 2023 — both matter a lot when you want to sell.

What do you hold? Certificaten via a STAK, options, or shares

The 2023 option-tax reform

Historically, Dutch stock options were taxed at exercise, creating a “dry income” problem — a tax bill on illiquid shares. Since 1 January 2023, employees can generally elect to be taxed when the shares become tradeable instead, which better matches tax to liquidity. The details depend on your plan and situation.

Tax when you sell

How a sale is taxed depends on the size of your stake. A substantial interest (aanmerkelijk belang) — broadly 5% or more — falls in Box 2, taxed at roughly 24.5%–31% (2026; 24.5% up to about €68,800 of Box 2 income, 31% above — so most share sales are closer to 31%). Smaller holdings are generally dealt with under Box 3 (a wealth-based regime that has itself been changing). Option gains linked to employment can be taxed as employment income. Confirm with a Dutch adviser. Source ↗

The process, at a high level

Confirm what you hold (certificaten via a STAK, options, or shares) → check the STAK terms / shareholders’ agreement for transfer restrictions and approval → agree a price → obtain approvals → complete the transfer (via the STAK, or a notarial deed for direct shares).

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Questions people ask

Can I sell startup shares in the Netherlands?
Often yes. If you hold depositary receipts (certificaten) via a STAK, you can transfer them subject to the STAK's terms and usually board approval. Direct shares are transferred through a Dutch notary. Options generally must be exercised into shares or certificaten before selling. All are subject to the company's transfer restrictions.
What is a STAK and how does it affect selling?
A Stichting Administratiekantoor (STAK) is a foundation that holds a company's shares and issues depositary receipts (certificaten) to employees and founders, separating economic rights from voting/legal ownership. To sell, you transfer your certificaten, which is governed by the STAK's terms and typically requires board approval — so the STAK's rules, not just the shareholders' agreement, control your sale.
How are startup share sales taxed in the Netherlands?
It depends on the size of your holding. A substantial interest (aanmerkelijk belang), broadly 5% or more, is taxed in Box 2 at roughly 24.5%–31% (2026; the higher 31% band applies above about €68,800, so most share sales are closer to 31%). Smaller holdings generally fall under Box 3. Option gains tied to employment can be taxed as employment income, though since 2023 employees can often elect to be taxed when shares become tradeable. Confirm with a Dutch tax adviser.
How we keep this accurate. We write from primary sources — official tax authorities (HMRC, IRS), financial regulators (FCA, SEC) and company filings — date every page, and review them regularly. This is independent, educational information, and deliberately not a substitute for professional tax, legal or financial advice on your own situation.

General information only — not financial, tax or legal advice, and not a substitute for advice from a qualified local professional. Tax rates and rules change and depend on your personal circumstances; the figures here are directional and simplified. Check your own share/option agreements and take local advice before selling. PrivateTechShares is an education and tools service: it is not a broker or marketplace, does not introduce buyers and sellers, does not hold funds, and does not execute or advise on transactions.