Substantial interest: when do you pay box 2 tax without receiving money?
Written by Ilias Aarrass7 min read · Published on · Last reviewed on 
In short
With a substantial interest of at least 5 per cent you pay box 2 tax not only on a dividend or sale, but also on a deemed disposal such as emigration, death, a gift or dilution below 5 per cent, on the difference between the value of your shares and your acquisition price.
- On emigration you receive a protective assessment that you only pay on a dividend or sale and that no longer lapses since 2015.
- On death and a gift the claim can roll over under conditions, mainly if the BV runs a genuine business.
- If a new shareholder pushes you below 5 per cent, you choose between settling and a deemed substantial interest.
- After a tax-neutral conversion your acquisition price is often low and the box 2 claim correspondingly large.
Most director-shareholders know they pay box 2 tax when they pay out a dividend or sell their shares. Less well known is that the law also has moments when you must settle without any money coming in. This is called a deemed disposal: the law acts as if you sell your shares at fair market value. If you are not prepared for it, you receive a substantial assessment at a moment when there is no money to pay it. This article covers when you have a substantial interest, which moments trigger a deemed sale and when you can defer the tax.
When do you have a substantial interest?
You have a substantial interest if you, possibly together with your tax partner, hold at least 5 per cent of the shares in a BV, or 5 per cent of a class of shares, or rights to acquire them. What you earn from it falls in box 2. So virtually every director-shareholder has a substantial interest.
Two rules make the circle wider than you might think. Once you have a substantial interest, your smaller interests in the same BV also fall under box 2, such as profit rights. And under the drag-along rule, small interests of direct-line family members can also count as a substantial interest if you or your partner already has one.
What you pay on: the acquisition price
On a sale, real or deemed, you pay box 2 tax on the difference between the value of your shares and your acquisition price. That acquisition price is what you paid for the shares, usually the capital you paid in at incorporation plus later contributions. If you moved from a sole proprietorship to a BV without tax, your acquisition price is often low and the claim correspondingly large.
In 2026 the rate is 24.5 per cent on the first € 68,843 per person and 31 per cent above that. For the years after, a reduction of the top rate is on the table, see Tax Plan 2027.
Moments when you settle without receiving money
The law lists a series of events that count as a sale. For each of them the tax authorities look at the value of your shares at that moment. For some you can defer or roll over the tax, for others not.
| Event | Consequence | Deferral or rollover |
|---|---|---|
| Emigration | protective assessment on the value at the date of departure | payment only on a dividend or sale; the assessment no longer lapses after ten years |
| Death | the shares are deemed sold by the deceased | rollover to the heirs is possible under conditions, mainly for a BV with a genuine business |
| Gift of shares | you settle as if you had sold the shares | rollover under conditions, as on death |
| Dilution below 5 per cent | you lose your substantial interest because new shareholders join | choice: settle or continue your interest as a deemed substantial interest |
| Share buyback or liquidation | what you receive above your acquisition price falls in box 2 | none, but here you do receive money |
Example: emigration
An example shows how large such a claim can get. Suppose your BV is worth € 300,000 and you paid in € 18,000 at incorporation. You move abroad in 2026 and have no tax partner.
Protective assessment on departure
- Value of shares
- € 300,000
- Acquisition price
- € 18,000
- Deemed gain
- € 282,000
- 24.5% on € 68,843
- € 16,867
- 31% on € 213,157
- € 66,079
Result: The protective assessment is about € 82,945. You only have to pay it when you receive a dividend or sell your shares, but it does remain outstanding.
How to avoid surprises
You can see most of these moments coming well in advance. Discuss them with your bookkeeper before they happen, not after.
- Know your acquisition price and keep the documents that prove it.
- Only let an investor in after you have decided what you will do if you drop below 5 per cent.
- Do not plan a move abroad without first having the consequences for your BV calculated.
- If you want to give shares to your children, have it checked in advance whether rollover is possible.
- Set out in your will or in agreements with your heirs what happens to the BV.
Frequently asked questions
From what percentage do I have a substantial interest?
From 5 per cent of the shares, possibly together with your tax partner. 5 per cent of a class of shares or rights to acquire shares also counts.
What is a deemed disposal?
An event the law treats as a sale of your shares, even though you receive no money. Examples are emigration, death, a gift and dilution below 5 per cent.
Do I have to pay immediately on emigration?
No. You receive a protective assessment that you only pay on a dividend or sale. Since 2015 that assessment no longer lapses after ten years.
What happens if an investor dilutes my interest?
If you drop below 5 per cent, you may choose: settle on the increase in value up to that moment, or continue your interest as a deemed substantial interest so you only pay later.
Sources
- Substantial interest 2026Belastingdienst · belastingdienst.nl
- Income Tax Act 2001, chapter 4Overheid.nl · wetten.overheid.nl
Sources checked on
This article provides general information based on the rules known for 2026 and does not replace personal tax advice. For your specific situation, we're happy to take a look with you.
