Substantial Interest and Box 2 in the Netherlands: 2026 Rates, Rules and Planning for Shareholders

You have a substantial interest if you (alone or together with your fiscal partner) hold at least 5% of the issued share capital of a Dutch company. Dividends and gains on disposal of that interest are taxed in Box 2 of Dutch personal income tax in 2026.

• Box 2 rate in 2026: 24.5% on the first € 68,843 per person, 31% on the excess
• Fiscal partners may freely allocate Box 2 income — together up to € 137,686 in the lower bracket
• 15% Dutch dividend tax is withheld as an advance levy and credited against the Box 2 liability
• For family businesses, the combined roll-over relief and BOR enable significant fiscal efficiency on succession
• Excessive borrowing from the wholly-owned BV: loans above € 500,000 trigger a deemed Box 2 benefit

When you hold a meaningful stake in a Dutch private limited company (BV) or comparable foreign entity, you are subject to the Dutch substantial interest regime — generally referred to in practice as Box 2. This article explains what a substantial interest is, how the regime works, which rates apply in 2026, and how directors-and-shareholders (DGAs) and active investors can plan effectively — from dividend timing to roll-over relief on succession.

What is a substantial interest?

You hold a substantial interest if, alone or together with your fiscal partner, you own — directly or indirectly — at least 5% of the issued share capital of a company. The regime applies to most Dutch share companies (BV, NV) and to comparable foreign entities.

The 5% threshold extends beyond ordinary shares. You also have a substantial interest where you hold:

• call options on at least 5% of the shares;
• profit-sharing certificates entitling you to at least 5% of annual profits or liquidation proceeds;
• at least 5% of the voting rights in a cooperative;
• at least 5% of a specific class of shares — under the Dutch "class approach", a 5% interest in a single class is sufficient.

What matters is the economic interest, not legal title. A usufructuary with the economic benefit of 5% of the shares can equally qualify as a substantial-interest holder.

Regular and disposal income: what is taxed?

Box 2 captures two categories of income:

Regular income. Dividends and other profit distributions made by the company to you. The deemed-interest benefit on a non-arm's-length loan from the company can also fall within this head.

Disposal income. The gain you realise on a sale, exchange or repurchase of your shares. The gain is calculated as the difference between the disposal price and the acquisition price (the amount you originally paid for the shares, increased by later capital contributions or share premium).

Where dividends are paid, the company in principle withholds 15% Dutch dividend tax as an advance levy. That 15% is then credited against your final Box 2 liability when you file your personal income tax return.

Box 2 rates 2026

Until and including 2023, a flat rate of 26.9% applied to all substantial-interest income. From 2024 onwards a two-bracket structure was introduced to bring progressivity to Box 2. In 2025 the top rate was reduced from 33% to 31%; both rates remain unchanged for 2026. The bracket threshold has been indexed:

Fiscal partners may freely allocate their Box 2 income between them. Together, partners can therefore place up to € 137,686 in the lower bracket — a meaningful planning lever for DGA couples.

Practical tip
Spreading dividend distributions across multiple years lets you make full use of the lower bracket. A DGA with a fiscal partner can distribute around € 137,000 per year at 24.5% rather than 31% — at full bracket utilisation, the rate differential easily compounds into thousands of euros saved annually.

Carry-along and drag-along rules

If you hold less than 5% yourself, you do not, in principle, have a substantial interest. There are, however, two important exceptions:

Carry-along (meetrekregeling)

Under the carry-along rule (article 4.10 of the Personal Income Tax Act), a sub-5% interest is "pulled in" to the substantial-interest regime if a relative in the direct line (your partner, parent, child, grandchild) holds a substantial interest in the same company.

Example: Father Henk holds 4% in BV X. His daughter Frederique holds 10% in the same BV X. The carry-along rule treats Henk's 4% as a substantial interest as well. Income from his stake therefore falls in Box 2 — not in Box 3 as ordinary investment wealth.

The rationale: prevent share ownership from being spread within a family in order to escape the substantial-interest regime.

Drag-along (meesleepregeling)

The drag-along rule operates differently. Where you already hold a substantial interest in a particular class of shares, all your other shares, options and profit-sharing certificates in that same company are also drawn into the substantial-interest regime — even where, on a stand-alone basis, they fall below 5%.

Example: You hold 10% of the ordinary shares in BV Y (substantial interest) and 2% of the priority shares. The drag-along rule pulls those priority shares into the Box 2 regime as well.

Tail-period substantial interest

What if you partially sell down and your interest falls below 5%? Subject to conditions, the residual stake retains substantial-interest status for a tail period. This "phasing-out substantial interest" can also arise on dilution through the issue of new shares.

The effect is that dividends and gains on the residual stake continue to be taxed in Box 2 rather than as ordinary investment wealth in Box 3 — preserving, among other things, the loss-relief mechanisms that exist within Box 2.

Acquisition price: the foundation of any disposal calculation

The disposal gain equals the disposal price minus the acquisition price. The acquisition price comprises:

• the amount originally paid for the shares;
• subsequent capital contributions on the shares (paid-in capital, share premium);
• undistributed but already-taxed reserves;
• on acquisitions under the roll-over regime: the predecessor's acquisition price.

A precise acquisition-price record is essential — particularly for DGAs whose shareholdings span decades of contributions, distributions and silent restructurings. A low acquisition price translates, on sale, into a high disposal gain and therefore a heavy Box 2 charge.

Deemed disposal: emigration, death and gifts

In a number of situations the law treats you as if you had sold your shares, even though no actual sale has occurred. This deemed disposal triggers an immediate Box 2 claim. The principal cases:

• Emigration of the shareholder. On departure from the Netherlands, the Dutch tax authority issues a "preserving assessment" (conserverende aanslag) covering the value uplift up to the moment of emigration. Subject to conditions, this need not be paid immediately.
• Death. On the shareholder's death, a deemed disposal occurs and the shares move to the heirs, with settlement on the value uplift.
• Gift. A gift of shares to children or third parties also constitutes a deemed disposal.
• Liquidation of the company. The liquidation distribution is treated as disposal proceeds.

Further reading: see our article "Tax residency in the Netherlands and audit consequences" for the consequences of emigration and the preserving assessment.

Roll-over relief and the business succession regime (BOR)

For family businesses and succession planning, two regimes work in tandem:

Box 2 roll-over (doorschuifregeling). Subject to strict conditions, the Box 2 claim on death or gift can be rolled over to the successor without immediate settlement. The successor takes over the original acquisition price. Conditions include that the shares represent business assets and — for gifts — that the donee has typically been employed by the company for at least 36 months.

Business Succession Regime (BOR) under the Inheritance and Gift Tax Act. The BOR provides a substantial exemption from inheritance and gift tax for business assets held in the BV. From 2026 onwards, the BOR rules have been tightened in several respects: the relief is now available only for ordinary shares with a minimum 5% interest; profit-sharing certificates and options no longer qualify.

Combining the Box 2 roll-over with the BOR allows a family business to be transferred to the next generation with significant fiscal efficiency — provided planning is carried out in good time and with care.

Loss from a substantial interest

A loss in Box 2 may be offset against:

• positive Box 2 income from the previous calendar year (one-year carry back); and
• positive Box 2 income from the six following years (carry forward).

Where, after disposal of all substantial-interest shares, an unrelieved loss remains, it can — subject to conditions — be converted into a tax credit against your Box 1 income. A waiting period applies and all substantial-interest positions must have been closed.

Excessive borrowing from your own BV

Since 2023, the Excessive Borrowing Act applies to loans from a DGA's own company. Its purpose is to curb tax-deferred wealth accumulation through company loans rather than dividends. The principal rules:

• Loans from a DGA from the wholly-owned BV exceeding the € 500,000 threshold are deemed a fictitious regular Box 2 benefit — and are therefore taxed at 24.5% or 31%.
• A separate exemption applies to loans used to finance the DGA's primary residence.
• Partners share a single combined € 500,000 threshold.

For DGAs with material current-account positions or large debts to their own company, this has become a key planning point.

Practical planning takeaways

For DGAs and substantial-interest holders, the following points are particularly relevant in 2026:

• Spread dividends across multiple years to make full use of the 24.5% bracket — especially with a fiscal partner.
• Maintain a meticulous acquisition-price record, particularly after decades of contributions, distributions and restructurings.
• Plan the business succession in time — the combination of roll-over relief and the BOR is fiscally attractive but requires preparation, including the 36-month employment requirement for donees.
• Track the € 500,000 excessive-borrowing threshold in your current-account position with the company.
• If emigration is on the horizon, discuss the consequences of the preserving assessment and available deferral arrangements with an adviser well in advance.
• Document share transfers and capital contributions — evidence of the acquisition price is critical on a future sale.

Further reading: see also our article on the customary salary regime (gebruikelijk loon) for the additional fiscal obligations that fall on the DGA as a substantial-interest holder.

How Port Sight Tax can help

The substantial-interest rules look manageable at first glance, but their interaction with dividend withholding tax, the customary salary regime, the roll-over relief, the BOR and the excessive-borrowing rules makes practical planning complex. Sound advance advice prevents unnecessary taxation later.

Our services:

• Box 2 planning: dividend timing, partner allocation and shareholder distributions
• Business succession: combining the roll-over with the BOR
• Preserving assessments on emigration and re-immigration
• Excessive-borrowing analysis and restructuring of current-account positions
• Acquisition-price determination and historical analysis of shareholder records