Box 2: Substantial Interest for Expats

Box 2 is the box most expats can ignore — unless you own a meaningful slice of a company, in which case it can be the biggest line on your Dutch tax return. The threshold is 5% ownership. Below that, your shares are taxed in Box 3 as regular investments. At 5% or above, you cross into substantial-interest territory, and dividends and eventual share sales are taxed under Box 2 own rules. This page is a lighter overview for the expat audience — most readers will only need the basics. If you are a DGA of your own BV, talk to a specialist.

At a glance — key facts

  • Box 2 applies to shareholdings of 5% or more in a company.
  • 2026 rates: roughly 24.5% up to €68,843 and 31% above.
  • Covers dividends and gains on selling the shares.
  • The partial non-resident exemption ended on 1 January 2025.
  • DGAs of their own BV usually have both Box 1 (DGA salary) and Box 2 (dividends) exposure.
  • Foreign company shareholdings of 5%+ also fall in Dutch Box 2 for residents.

When Box 2 applies

You have a substantial interest (aanmerkelijk belang) if you, together with your partner, own at least 5% of:

– Shares in a company — Dutch or foreign.
– Profit-participating certificates.
– Options on such shares.

The threshold looks at all your holdings combined per company, not per security type. If you and your partner each own 3%, you cross the 5% threshold together.

Income taxed under Box 2:

– Dividends. Distributions received from the company.
– Capital gains. Profit on the sale of the shares.
– Deemed disposals. Certain corporate events (mergers, share buybacks) are treated as a sale even if no cash moves.

The 2026 rates are 24.5% on the first roughly €68,843 of Box 2 income per partner and 31% above. Couples can shift Box 2 income between partners on the return to use both lower brackets.

What changed in 2025

For 30% ruling holders, the most consequential change in recent years was the end of the partial non-resident election:

– Before 2025. Ruling-holders could elect partial non-resident status, which exempted Box 2 income from non-Dutch companies from Dutch tax during the ruling period.
– From 2025. That election is gone. Worldwide Box 2 income is taxed in the Netherlands for residents, including ruling-holders.

The practical impact: if you hold 5%+ in a non-Dutch company (your previous employer stock options, a family business in your country of origin, a startup you co-founded before moving here), dividends and gains now feed into Dutch Box 2. Tax treaty rules may reduce double taxation, but the default is full Dutch taxation.

If you are crossing into Dutch residency mid-year and hold substantial shareholdings, talk to an advisor about the step-up — under Dutch rules, the acquisition price of your shares is reset to fair value on the day you become a resident, which protects pre-move gains.

Box 2 for DGAs (directors-major shareholders)

If you own your own BV — common for ZZP holders who incorporated, or for international entrepreneurs based in the Netherlands — you sit in both Box 1 and Box 2 simultaneously:

– Box 1: DGA salary. You must pay yourself a gebruikelijk loon — at least €58,000 in 2026, more if comparable salaries in the market are higher. This is regular employment income.
– Box 2: dividends. Anything paid out of retained profit to you as shareholder.

Tax-optimal mix between salary and dividend depends on your bracket and the company situation. The general rule: pay the gebruikelijk loon, build retained profit at the lower corporate tax rate (around 19% on the first €200,000, 25.8% above), and distribute dividends in years when your Box 2 marginal rate is favourable.

This is an area where independent advice pays off quickly — the right mix can save several thousand euros a year.


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Frequently asked questions

Below 5% ownership: Box 3, as regular investments. At or above 5%: Box 2. Vested options usually count toward the 5% threshold even before exercise.

The BV pays corporate tax on its profit, then the dividend distribution is taxed in your Box 2. The combined effective rate is roughly 40-46%, depending on the brackets. The system is designed to be broadly equivalent to top-rate Box 1.

No, not since 2025. The Box 2 income is taxed in full whether or not you hold the 30% ruling.

When you become a Dutch tax resident, the acquisition price of your shares for Box 2 purposes is reset to fair value on that day. Pre-move gains are not taxed in the Netherlands — only post-move gains are.

If you are a Dutch tax resident, yes — the gebruikelijk loon rule applies to the company you control, regardless of where it is incorporated. Many DGAs of foreign holding companies miss this and run into a Belastingdienst correction later.


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Reviewed by Joan Ottenheim, CFP & FFP — last reviewed 2026-06-03.