Our response to the Dutch internet consultation on the proposed Tax Incentives for Startups and Scale-ups Act

The Dutch government has published the internet consultation for the proposed Tax Incentives for Startups and Scale-ups Act. We welcome the fact that this topic is now being addressed seriously. Startups and scale-ups need a better tax framework, both for employee equity participation and for private investment.

At the same time, we believe the current proposal is still too complex in a number of important respects and does not yet align well enough with market practice.

Our comments focus on two main themes.

First, employee participation. In our view, the proposed regime is still built too much around wage tax, while equity and options, once granted at fair market value, are in economic terms much closer to capital instruments. That choice makes the proposal more complex than necessary and creates issues around valuation, timing and legal design that could be reduced with a cleaner system.

Second, the Box 3 track for investments in startups and scale-ups. Here too, the proposal does not yet fully reflect how capital is actually deployed in this market. Private capital often reaches startups through funds, SPVs, convertibles, SAFEs and other structures, rather than only through direct investments in shares. If the regime is meant to support a stronger Dutch startup ecosystem, it should connect more closely to that practical reality.

We have submitted a detailed document, and have prepared a summary. Both documents can be found below (in Dutch).