The 2025 Spring Memorandum of the Dutch Ministry of Finance

We would also like to refer you to our contribution to the recently published Chambers Corporate Tax 2025 Global Practice Guide, in which we provided an overview of the Dutch tax laws and regulations and some developments in this respect.

1. Introduction

This year's Spring Memorandum includes several proposals that are coloured by times of international uncertainty and increasing inflation. The government intends to strengthen the Dutch economy by proposing several measures that are relevant to international businesses in the Netherlands. We will discuss the following measures:

1. An updated list of notable tax structures.
2. An amendment to the Dutch lucrative interest scheme (lucratief belang regeling).
3. Other proposed measures:
   1. The introduction of rules to encourage employee participation in start-ups and scale-ups.
   2. The implementation of coverage for the budgetary loss resulting from the Supreme Court rulings of June 2024 and the one-year postponement of the Real Return Act Box 3 (Wet werkelijk rendement box 3).
   3. Reversal of the proposed increase of VAT on culture, media and sport.

2. The list of notable tax structures 

As of 2023, the government publishes an annual list of notable tax structures, which is sent to the House of Representatives as an appendix to the Spring Memorandum. In 2024, the list contained nine structures and this year five ‘new’ structures have been added. In addition, the status of the nine 'old' structures has been updated. 

With respect to the 'old' structures that were already included on last year's list and that are relevant to international businesses, the following updates can be given:

(i) Dividend stripping

Measures to partially tackle dividend stripping have already been taken in 2024 (e.g. by shifting the burden of proof to demonstrate 'beneficial ownership' to the taxpayer instead of the tax inspector; see our Stibbe Tax Alert of 21 September 2023). However, research to further strengthen the approach to curb dividend stripping will be completed this Spring as a result of which further measures may be proposed.

(ii) Fragmenting real estate companies to maximise interest relief

The 2025 Tax Plan (Belastingplan 2025) included the so-called anti-fragmentation measure to tackle the fragmenting of private limited companies owning real estate to maximise interest deduction. This proposed anti-fragmentation measure has been restrained by amendment following discussions in parliament on the 2025 Tax Plan. However, on 12 November 2024 a motion was adopted as a result of which currently an assessment is being made of the anti-abuse measures implemented by other EU countries to combat tax structures that abuse the generic interest deduction restriction (which may also include fragmentation by real estate companies). The House of Representatives will be informed on the outcome of this assessment before 1 July.

The five new structures include four structures that are less relevant to international businesses, e.g. estate planning and untaxed access to annuity amounts for individuals (lijfrentekapitaal). However, one of the five new structures relevant for international businesses could be the Dutch lucrative interest scheme (lucratief belang regeling) and we will discuss this in more detail in the following paragraph.

3. The Dutch lucrative interest scheme 

In line with the international trend, a public debate has been going on in the Netherlands for some time about the tax treatment of remuneration structures that are particular common in the private equity sector. Managers in this sector often receive financial instruments as part of their remuneration structure that enable them to achieve high returns. The returns on these instruments (“carried interest”) may in view of the government be disproportionate to the capital invested by the manager concerned and/or the actual risk incurred on the investment. The disproportionate portion of the return may then in fact be considered to be remuneration for work and not for the capital invested. The public debate focuses on the question why income from these instruments can be taxed in Box 2 at a rate of up to 31% (2025) and not standardly in Box 1 at a rate of up to 49.5%. In particular, if the net returns are (partly) disproportionate to the amount invested and/or the risk incurred, this is seen as unequal treatment compared to income from employment.

Under the current rules, any income and capital gains from qualifying lucrative instruments are in principle already taxed as ordinary income in Box 1. However, the Dutch lucrative interest scheme now provides for the possibility to structure the lucrative interest in such a way that the income and capital gains derived from the (indirectly held) lucrative instruments are taxed under the substantial shareholding regime of Box 2 against a personal income tax rate of up to 31% (2025) (the "Box 2 Option"). For the Box 2 Option to apply, it is, among others, required that the lucrative interest is held indirectly via a substantial shareholding (i.e. an interest of at least 5% of the shares (or a class of the shares) in an entity holding the lucrative interest). 

Although it is recognised by the Dutch government in this year's Spring Memorandum that the Dutch lucrative interest scheme is not a tax structure (as it is explicitly laid down in the Dutch tax code), it does lead to the result that the income from employment of individuals is not always taxed equally. Therefore, research has been conducted to determine whether an alternative set-up of the Dutch lucrative interest scheme would be preferrable. The following two alternatives have been examined and were subject to public consultation:

(i) taxation of income and capital gains from lucrative interests in Box 1 (at the higher income tax rate) through either income from employment or income from other activities (resultaat uit overige werkzaamheden); or

(ii) taxation in Box 2 remains possible, but the income and capital gains from lucrative interests would be subject to a specific (higher) personal income tax rate. 

These two alternatives are in line with the study published earlier this year regarding the Dutch lucrative interest scheme (see our Stibbe Tax Alert of 17 February 2025 ). The first alternative would involve a fundamental overhaul of the current Dutch lucrative interest scheme and would require significant legislative and administrative capacity. The second alternative requires a less extensive adjustment to the current scheme and could be effectuated pursuant to an increase in the Box 2 personal income tax rate that specifically applies to taxpayers holding a lucrative interest through a substantial shareholding. The applicable personal income tax rate should be set at a rate between the highest rate currently applicable in Box 1 (49,5% in 2025) and Box 2 (31% in 2025).

This Spring a legislative proposal is expected to be send to the House of Representatives.

We also refer to our earlier Stibbe Tax Alerts of 20 April 2023 (regarding a Dutch Supreme Court ruling on lucrative interest) and 21 September 2023 (on Budget Day 2023) for a detailed explanation of the different requirements of the lucrative interest scheme. 

4. Other proposed amendments

This year's Spring Memorandum also includes several other proposals: 

• The Dutch government introduces a tax scheme in the Dutch wage tax act (Wet op de loonbelasting 1964) to encourage employee participation in start-ups and scale-ups. This scheme offers employees of innovative start-ups and scale-ups a lower tax rate in Box 1, with the aim of stimulating innovative companies and attracting talent. The lower tax rate is designed in such a way that the taxable basis of income from share options is narrowed to 65%. As a result, the effective tax rate is approximately the same as it would be if the share options were taxed in Box 2.
• The Dutch government implements coverage for the budgetary loss resulting from the Supreme Court rulings of June 2024 and the one-year postponement of the Real Return Act Box 3 (Wet werkelijk rendement box 3), by introducing a higher fixed amount for other assets, e.g. movable, rented property or rights thereto (an increase of 1.78 percentage points as of 2026 resulting in a tax rate of 7.66%) and a reduction in the tax-free allowance (heffingvrij vermogen) (to EUR 51,396).
• As part of the 2025 Tax Plan, it was proposed to increase the applicable VAT rate on culture, media and sport from 9% to 21% as of 2026. Although this was in principle approved by the Parliament, a motion was approved by Parliament in which the Dutch government was encouraged to reverse the proposed increase of the applicable VAT rate on culture, media and sport and come up with an alternative proposal to raise the same amount. The coverage for reversing this measure is found by not granting approximately half of the regular inflation compensation for Dutch personal income tax purposes, which essentially means that individuals will only be compensated for higher inflation to a limited extent. 

5. Final Remarks

The measures described above may potentially have an impact on investments in the Netherlands. It is noted that the announced tax measures are no legislative proposals yet. However, it is announced that some of these measures will be send to the House of Representatives this Spring. Other measures are expected to be included in the 2026 Tax Packages (to be published on 16 September 2025).