Income from substantial shareholding (dividend and sale of shares) in the Netherlands

Box 2 Income from substantial shareholding (dividend and sale of shares) in the Netherlands

The moment you own at least 5% of the shares in a B.V. or N.V. or similar foreign company, you have a substantial interest and are therefore required to declare your benefit from a substantial interest in Box 2. The rate in 2023 is 26.90%. This percentage is multiplied by your substantial interest benefit. Even in case there is no taxable benefit to be reported in Box 2, you still have to report the shares that you hold and the name of the company.

You can have a substantial interest in various ways, namely if you, or together with your tax partner, directly or indirectly hold at least 5% of

  • Shares in a domestic or foreign company
  • Profit-sharing certificates of a domestic or foreign company
  • Enjoyment rights of the profit certificates or shares in a domestic or foreign company
  • Voting rights in a cooperative or cooperative-based association
  • Options on shares
  • A certificate of participation
  • Family members with a substantial interest (only if you also have shares in that company and the family member is a relative by blood or marriage in the direct line)


Considering that you have 3% shares and 2% options, you would initially think that you have a substantial interest of 5%. This is not the case because you may not add the different types together. Should it be the case that you have 5% shares and in addition 2% options, then you have a substantial interest of 7%. You may then ‘drag and drop’ the options, because you already have a substantial interest through the 5% shares.

In case your father/mother has shares of 45% and you have shares of 3%. You then also have a substantial interest because, you are dragged along by your father or mother. Your father/mother is your blood relative in direct line. In that case your shares will be considered taxable in box 2. In the event that you have a child who has a substantial interest, then you can also be dragged along by your child.

Set-off of losses in box 2

We often receive clients and questions regarding a loss in box 2 how this can be effectuated.

Losses in box 2 can only be set off against income from box 2. This income consists of substantial interest, dividends or capital gains. Similar to box 1, a vertical loss relief is also possible here. First 1 year back and then up to 9 years forward.

If there is still a residual loss and the substantial interest is terminated, you will receive a tax credit after 2 years. This tax credit will be deducted from the box 1 income from the year the tax credit was granted and the following 7 years, but no later than 9 years after the occurrence of the loss.