Lucrative stake and 2026 Tax Plan

Tax reality in private equity management participations and scale-ups

The lucrative interest scheme is one of the most underestimated tax risks among management participations. Especially in private equity structures and scale-ups that allow key management to co-invest, the tax qualification can have major consequences for the final tax burden — often only visible upon exit.

A lucrative interest is included in the income from other activities regime (ROW) and is taxed in box 1. The underlying idea is simple but far-reaching: if property law is (partly) economically remunerated for work, it does not belong in box 3, but in box 1 at the progressive rate (currently a maximum of 49.5%).

Precisely because management participations are often designed in a legally sophisticated way, but are economically heavily dependent on leverage and excess profit, this regime regularly conflicts with practice.

Why this scheme exists

The legislator has introduced the lucrative interest scheme to create structures where managers with limited personal input can share in a disproportionate return. This is classic with carried interest in private equity, but now just as much with growth companies that let management participate via sweet equity, growth shares or performance-based loans.

The core is always the same: returns that cannot be explained economically as a normal investment return, but as a reward for management's contribution, should also be treated as such for tax purposes.

The scheme also works via a ranking order. Only when the benefit is not already taxed as a company's salary or profit does the lucrative interest scheme come into play.

When is a lucrative interest? The central test: remuneration for work

The basic condition is that the asset — shares, claims or rights — also aims to be a reward for work performed. This is not about the intention of parties on paper, but about economic reality.

In practice, the assessment revolves around questions such as:

• why does this person get access to this instrument?
• under what conditions was it obtained?
• could an independent third party have obtained the same interest under the same conditions?

If the answer to the latter question is in the negative, a lucrative interest is quickly looming.

It is important that the burden of proof formally lies with the tax authorities, but in practice, it is often filled on the basis of the structure itself: thresholds, subordination, limited downside and a strong upside usually speak for themselves.

The four manifestations in practice

The law distinguishes four categories of assets that can qualify as lucrative interests.

1. Stocks (sweet equity, management shares)

This concerns stocks with a disadvantaged economic position, which only gain value after other shareholders have received a fixed or preferential return. Typical are:

• management stocks that only share above a certain hurdle;
• growth shares with a limited initial value but high upside upon exit;
• structures in which management contributes relatively little capital but, if successful, receives a large part of the excess profit.

2. Receivables (loans with upside)

Loans whose return is relevant to performance or outcomes, such as:

• repayment or interest linked to EBITDA, IRR or exit value;
• subordinated shareholder loans with a clear equity-like component.

As an indication, the performance-related part must often be material (in practice, 15% is regularly mentioned as the lower limit), but the economic function of the loan remains decisive.

3. Rights (rest category)

This is the safety net for structures that do not legally fit exactly into stocks or loans, but have the same economic effect. This category is particularly relevant for creative PE structures.

4. Waiver of debts

(partial) remission can also qualify as a reward for work, for example in leaver situations or restructuring around an exit.

The common thread is always the same: it's not about the name of the instrument, but about whether the return has its origin in work.

Leverage: where things often go wrong

Many lucrative interest discussions ultimately revolve around leverage. In private equity structures, it is common for investors to work with preferred tiers or shareholder loans, while management participates in the excess profit.

Economically, this means that a limited increase in the value of the company can lead to an exponential return for management. From a tax point of view, this is exactly the type of situation for which the lucrative interest scheme is intended.

Even if only one type of share formally exists, economic reality can still lead to qualification as a lucrative interest via the residual category. The tax assessment follows the outcome, not the form.

Lucrative interest and employee participation in scale-ups

A persistent misunderstanding is that the lucrative interest scheme would only be relevant to classic private equity. However, she is increasingly coming into the picture with scale-ups, precisely because participations are linked to growth, performance and exit scenarios.

Regular employee participations — options or shares at market value, without special rights — are usually excluded from the scheme. But once:

• participation is only possible for key staff,
• return only occurs above a threshold,
• downside is mitigated while upside remains intact,

the fiscal nature can shift from investment to remuneration.

Taxation: box 1, payroll tax and administration

Box 1 (ROW)

Benefits from a lucrative interest are in principle taxed in box 1, at the progressive rate. Taxation usually takes place upon realisation: dividend, sale or settlement upon exit.

Payroll tax upon acquisition

If the interest in granting is acquired below market value, the benefit can already be taxed as a salary. The law provides for set-off to prevent double taxation, but this requires careful recording of value and price.

Administration and evidence

Those involved in a lucrative interest should count on a solid evidence position. Valuations, award conditions, changes and exit documentation are not a formality, but often decisive.

‍Relation to significant interest (box 2)

Sometimes an interest meets the criteria for both a lucrative interest and those for a significant interest. In that case, the order of precedence applies: box 1 precedes box 2.

This is relevant because box 2 usually looks more favorable. Precisely to prevent people from trying to circumvent the lucrative interest regime through structures, the legislator has explicitly laid down this order.

Indirectly held interests and the transfer scheme

If the lucrative interest is held via a personal holding company, the levy can — under strict conditions — shift to box 2. The most important condition is the transfer obligation: at least 95% of the benefit must be paid to private individuals in the same year.

This route was deliberately kept narrow and is not a license, but a regulated alternative. The advantage of this, however, is that the tax on 5% of the benefit can be deferred by leaving the payment in the BV. The rest of the benefit is taxed at the rates in box 2 — which are lower than the ROW rate in box 1.

Contribution and contribution: tax settlement in case of transfer

When a lucrative interest is transferred from a private company to a BV, or vice versa, a fictitious disposal applies. The value accrued up to that moment is settled so that latent profits do not change regimes unnoticed.

2026 tax plan: what will change?

Deferred aggravation from 2028

The legislator has introduced a fundamental multiplier for the box-2 route with indirectly held lucrative interests. However, this measure has been postponed to 1 January 2028. For 2026 and 2027, the existing box-2 regime will continue to apply.

Anti-construction measure as of 1 January 2026

As of 2026, a measure was introduced to prevent an increase in value prior to the creation of a significant interest from still falling under the transfer scheme. This effectively cuts tariff arbitrage by up to 5% in the event of late entry.

When we are extra sharp in practice

In advice, we see that the discussion about lucrative importance becomes particularly sharp when:

• entry of management under par or with internal funding;
• participations that only get (an exponential) value above a hurdle;
• extension to 5% in the run-up to exit;
• leaver arrangements with (partial) remission;
• restructuring shortly before sale.

These are not exceptions, but situations that often occur, especially during growth and professionalization.

Recap

The lucrative interest scheme is not a theoretical doctrine, but a practical regime for management participations. For private equity managers and scale-ups, the tax impact often only becomes visible when it really matters: upon exit.

Precisely because the assessment depends heavily on facts, timing and economic relationships — and because the legislator continues to tighten the rules of the game — it is essential to carefully analyse these structures beforehand. Retrofitting is rarely cheap.