A cash reward may lose its corporate-tax deduction when its formula follows the value of the shares.
At the edge of a company sale, the bonus line can look settled. The employment agreement is signed. The performance figures are calculated. The sale model shows what shareholders expect to receive, and someone has reserved the cash.
Then the corporate-tax question arrives. Is this an ordinary staff cost, or does the bonus formula follow the value of the company so closely that Dutch law restricts the deduction?
That question sharpened on 6 October 2026, when the Kennisgroepen Belastingdienst published position KG:011:2026:8. The position concerns a BV with two cash rewards. One depended on EBITA growth. The other was linked to sale proceeds and replaced the annual reward in the year of sale.
No shares or options had to be issued. The payment remained cash, yet its design brought share value into the tax analysis. For founders and boards, that is the uncomfortable part. The wording may promise a bonus while the formula follows the economics of an owner’s return.
The formula matters more than the label
Article 10(1)(j) of the Dutch Corporate Income Tax Act 1969 restricts deductions for specified share-related rights. Its final clause also covers certain rights granted to employees whose annual remuneration exceeds €728,000 in 2026. The relevant test concerns rights whose value is mainly determined, directly or indirectly, by changes in the value of shares or profit-sharing certificates.
The Knowledge Group reads that wording through the economic design of the arrangement. A bonus calculated with bases that can also determine share value can fall within the restriction. The position expressly includes unlisted shares.
That matters to privately held BVs. They have no daily market price for their shares, and EBITA or EBITDA methods often help establish value. One performance measure can therefore sit in two places at once: in the operating plan and in the valuation work behind a transaction.
An EBITA bonus does not automatically fall within the restriction. The remuneration threshold, employee status, contractual design and connection with share value all matter. The tax inspector assesses the arrangement on its own facts.
Cash is not a safe label either. Calling a payment a retention bonus, performance award or closing reward does not settle its tax treatment when the formula tells a different economic story.
One arrangement, several documents
This is a governance issue before it becomes a tax dispute. A company may have an employment agreement drafted by HR, a valuation prepared for shareholders, a sale model maintained by advisers and a corporate-tax computation completed months later.
Each document may be reasonable on its own. Together, they can show that the same economic drivers determine both the employee reward and company value. The practical question is simple: what is the company accepting in the bonus formula today, and what cash, tax, payroll and sale result will it create later?
The published position shows the tension clearly. The annual cash bonus was based on EBITA growth and depended on the employee remaining employed two years later. A separate payment applied on a sale. It used the difference between the sale price and the historical acquisition cost of the shares.
An alternative formula covered a sale of assets and liabilities. That calculation used the difference between the sale amount and the original acquisition value of those assets and liabilities.
The continued-employment condition shaped when the employee became entitled to the reward. It did not remove the need to examine the valuation mechanism. Retention, performance and value participation can all exist in the same plan. A board needs to understand which one carries the financial weight.
For that reason, the bonus agreement, approval minutes, remuneration level, valuation method, transaction documents and tax provision need to describe one coherent arrangement. Misalignment rarely stays hidden when a buyer, lender, adviser or tax authority reads across the records.
The sale price is not the whole cost
A deduction restriction changes the economics of an exit reward. The company may have budgeted the payment as an ordinary deductible staff expense. If article 10(1)(j) applies, the corporate-tax outcome can make that reward more expensive than expected.
The difference can reach the transaction model, the tax provision and the cash left after closing. It can also alter the conversation between shareholders and management. A reward that looked affordable before tax may carry a different cost once the sale proceeds are divided.
Payroll remains a separate discipline. Employers must maintain payroll records, and those records lead the monthly or four-weekly wage-tax return. The 2026 Handboek Loonheffingen sets out the current general payroll framework.
The practical bridge still needs to work. The contractual entitlement, approved calculation, recipient, payment and payroll record must fit together. If a correction is needed after a filing deadline, the Belastingdienst generally allows correction through a later wage-tax return under the applicable rules.
That is why an exit bonus belongs in the transaction work before the commercial terms harden. Once the sale model has fixed expectations among shareholders, management and the buyer, even a small change in tax cost becomes harder to absorb calmly.
Return to the closing spreadsheet
Back at the bonus line, the useful question is what sits behind the number. Is EBITA measuring work performed, or is it also carrying company value? Does the sale payment reward service, or does it follow the shareholders’ gain? Which assumptions shaped the expected tax cost?
The answer depends on the arrangement that was actually agreed. A well-designed reward can support retention, performance and a successful sale. Its employment, valuation, payroll and tax consequences need to meet before the cash moves.
The calm moment for that conversation is when the formula is drafted or reviewed. At closing, the company is no longer discussing an incentive in theory. It is paying for every choice already written into it.
Review the design and tax treatment of an EBITA or exit bonus before the transaction terms become fixed.
The data, sourcing, and analysis behind this article were conducted by Linda Pavan Geraedts. AI was not used to identify sources, build the factual basis, or produce the analytical judgment contained here. AI was used only as a drafting aid. The final English text was personally reviewed, edited, and approved by Linda Pavan Geraedts before publication.
