Box 2: Substantial Interest

Key Takeaways

• Box 2 taxes income from a substantial interest (aanmerkelijk belang) — generally, holding 5% or more of a company's shares.
• Box 2 rates in 2026 are 24.5% (up to €67,000) and 33% (above €67,000).
• Both dividends and capital gains from selling shares are taxed in Box 2.
• If you are a DGA (director-major shareholder), you must pay yourself a minimum salary through your BV, which is taxed in Box 1.
• Box 2 is primarily relevant for BV owners and entrepreneurs — most employees never interact with it.

What Is a Substantial Interest?

You have a substantial interest (aanmerkelijk belang) if you — alone or together with your fiscal partner — directly or indirectly hold:

• 5% or more of the shares of a company, OR
• 5% or more of the profit rights, OR
• 5% or more of the voting rights, OR
• Options that would give you 5%+ if exercised

This rule also applies to shares held by close family members. If you, your partner, and your children collectively hold 5%+, each of you individually has a substantial interest.

Indirect Substantial Interest

The 5% rule looks through layers of ownership. If you own 100% of Holding BV, and Holding BV owns 10% of Operating BV, you are considered to have an indirect substantial interest in Operating BV.

This prevents people from using holding structures to escape Box 2 taxation.

What Income Is Taxed in Box 2?

Dividends (Reguliere Voordelen)

When your BV distributes profits to you as a dividend, that dividend is Box 2 income. This includes:

• Cash dividends
• Stock dividends (additional shares issued as a dividend)
• Deemed dividends (benefits you receive from the company that are not a normal business transaction)
• Excessive borrowing above €500,000 (treated as a deemed dividend since 2023)

Capital Gains (Vervreemdingsvoordelen)

When you sell (or are deemed to sell) your shares, the gain is Box 2 income:

• Selling shares: Sale price minus acquisition cost
• Liquidation: Liquidation proceeds minus your paid-in capital
• Emigration: A "conserving assessment" (conserverende aanslag) is levied on the unrealized gain when you leave the Netherlands
• Gift or inheritance: Transfer triggers Box 2 taxation (with special rules for deferral)

Box 2 Tax Rates (2026)

The €67,000 threshold is per person. If you and your fiscal partner both hold a substantial interest, you each get the lower bracket — meaning up to €134,000 combined can be taxed at 24.5%.

The Total Tax Burden: Corporate Tax + Box 2

Box 2 income is effectively taxed twice: first at the corporate level, then at the personal level when distributed.

Total tax on €100,000 BV profit distributed as dividend:

The DGA Minimum Salary (Gebruikelijk Loon)

If you are a DGA (directeur-grootaandeelhouder, director-major shareholder), you are required to pay yourself a salary through your BV. This salary is taxed in Box 1, not Box 2.

2026 Rules

The minimum salary (gebruikelijk loon) is the highest of:

• €56,000 (the statutory minimum)
• 75% of the salary of the most comparable employment position
• The highest salary of your employees (if any earn more than €56,000)

You can request a lower salary if you can demonstrate that a comparable employee would earn less. This requires a motivated request and is subject to Belastingdienst scrutiny.

Why This Rule Exists

Without the minimum salary rule, a DGA could pay themselves €0 in salary (avoiding Box 1 tax) and take all income as dividends (paying only corporate tax + Box 2 tax). The minimum salary rule ensures a fair amount is taxed at Box 1 rates.

The Excessive Borrowing Rule (Excessief Lenen)

Since 2023, if you borrow more than €500,000 from your own BV (or a connected BV), the excess is treated as a deemed Box 2 dividend and taxed immediately.

How It Works

• The Belastingdienst checks your loan balance on December 31st of each year
• If the total exceeds €500,000, the excess is taxed as Box 2 income
• The threshold is per fiscal partnership, not per person
• If you repay the excess before December 31st, there is no deemed dividend

Exceptions

• Mortgage loans for your primary home are excluded (if secured by a mortgage deed)
• Loans taken before the law was announced (September 2018) have some grandfathering provisions

Salary vs. Dividend: The Optimization Question

The central question for every BV owner: how much salary vs. how much dividend?

When Higher Salary Makes Sense

• When your income is in the first bracket (up to €38,441), where the effective Box 1 rate with credits can be lower than the combined corporate + Box 2 rate
• When you want to build pension rights and social security entitlements
• When your BV needs to demonstrate substantial salary payments for banking or mortgage purposes

When Minimum Salary + Dividend Makes Sense

• When your income is in the second bracket (49.50%), where Box 2 is more tax-efficient
• When you want flexibility in timing your income
• When you plan to reinvest profits inside the BV (deferring Box 2 tax)
• When you are planning for retirement (take dividends when your Box 1 income drops)

Box 2 Losses

If you sell your shares at a loss, or your company is liquidated with a loss, that loss is a Box 2 loss. Box 2 losses can be:

• Carried forward for 6 years (offset against future Box 2 income)
• Carried back for 1 year (offset against prior year Box 2 income)

In the year of liquidation, if you have a remaining Box 2 loss that cannot be offset within Box 2, you may convert it into a Box 1 tax credit. The credit is calculated at the Box 1 rate on the loss amount. This is one of the rare exceptions to the rule that losses cannot cross boxes.

Emigration and Box 2

When you leave the Netherlands while holding a substantial interest, the Belastingdienst levies a conserving assessment (conserverende aanslag) on the unrealized gain in your shares.

• The gain is calculated as: current fair market value minus acquisition cost
• The tax is assessed but deferred (you do not pay immediately)
• If you sell the shares within 10 years, the deferred tax becomes due
• If you hold the shares for 10+ years without selling, the assessment is cancelled

The 30% Ruling and Box 2

If you have the 30% ruling and elect partial non-resident taxpayer status:

• Your Dutch BV shares remain in Box 2 (taxable)
• Foreign company shares (substantial interest in a non-Dutch company) are exempt from Box 2
• This can be a significant benefit for expat entrepreneurs who hold shares in foreign companies

Common Mistakes

1. Taking too little salary — Paying yourself below the minimum salary is an audit risk. The Belastingdienst actively monitors DGA salaries.
2. Taking too much dividend in one year — Taking €200,000 in dividends in one year means a large portion is taxed at 33%. Spreading over 3 years at €67,000 each keeps everything in the 24.5% bracket.
3. Borrowing excessively from the BV — Exceeding €500,000 triggers immediate Box 2 taxation. Monitor your loan balance throughout the year.
4. Forgetting the conserving assessment on emigration — Leaving the Netherlands without planning for this can result in an unexpected (deferred) tax bill.
5. Not using the fiscal partner bracket — If your partner is also a shareholder, you both get the €67,000 lower bracket. Structure your shareholding to take advantage of this.
6. Ignoring corporate tax in the calculation — Box 2 tax is only one layer. The total tax burden includes corporate tax. Always calculate both layers when comparing with Box 1 alternatives.

What to Read Next

• Box 1: Income from Work and Home — The box that taxes your salary
• Box 3: Savings and Investments — How passive wealth is taxed
• The Three-Box System in Detail — Cross-box strategies and interactions