What is Box 2 (Aanmerkelijk Belang)?
Box 2 is the Dutch income tax category for substantial interest income. It applies when a person holds at least 5% of the shares in a company. Dividends and capital gains from those shares are taxed at 24.5% on the first EUR 67,804 per person and 31% above that (2025). The threshold is per individual, not per company.
Current Rate (Calendar year; Box 2 income declared in personal income tax return)
24.5% up to EUR 67,804; 31% above (2025, per individual)
Example
A DGA extracts EUR 100,000 in dividends from her BV. Box 2 tax: 24.5% x EUR 67,804 = EUR 16,612, plus 31% x EUR 32,196 = EUR 9,981. Total Box 2 tax: EUR 26,593. The BV already withheld 15% dividend tax (EUR 15,000), credited against this, leaving EUR 11,593 to pay.
How Box 2 (Aanmerkelijk Belang) works in Netherlands
Box 2 is the personal income tax box covering substantial interest income (aanmerkelijk belang inkomen). It is one of three income boxes in the Dutch personal income tax system (Box 1: work and home; Box 2: substantial interest; Box 3: savings and investments).
**Who is subject to Box 2?**
Any individual holding at least 5% of: - The shares in a company (including BV, NV, cooperative) - Options on at least 5% of shares - Profit certificates representing at least 5% of annual profit - Certain hybrid instruments
The 5% test looks at each class of shares separately. Holding 5% of Class A shares and 0% of Class B shares may still trigger substantial interest on the Class A holding.
**The two-rate system (from 2024)**
From 2024, the Netherlands moved from a single Box 2 rate to a two-tier system: - 24.5% on the first EUR 67,804 of Box 2 income per person per year - 31% on Box 2 income above EUR 67,804
This creates a planning incentive to spread dividends over years and across partners, keeping annual distributions within the 24.5% band.
**Interaction with dividend withholding tax**
When a BV pays a dividend to a Dutch resident DGA, it withholds 15% dividend tax (dividendbelasting). This 15% is credited against the Box 2 liability on the personal tax return. The net effect: - Dividend of EUR 100,000 - BV withholds EUR 15,000 (15% dividendbelasting) - DGA receives EUR 85,000 net - Box 2 tax on EUR 100,000: approximately EUR 26,593 (at combined 24.5%/31% rate) - Less 15% credit: EUR 15,000 - Additional payment due: EUR 11,593
**Partners and the double threshold**
If both partners/spouses hold shares (or are deemed to hold shares due to the partner rule), each gets their own EUR 67,804 at 24.5%. A couple can extract up to EUR 135,608 in dividends at the lower 24.5% rate. This makes share splitting between partners a common tax planning technique.
**Capital gains also taxable**
Box 2 applies not just to dividends but also to capital gains when shares in a substantial-interest company are sold. If a DGA sells their BV for EUR 500,000 above their share acquisition cost, that gain is entirely Box 2 income.
**Emigration exit tax**
If a DGA emigrates from the Netherlands while holding a substantial interest, the Belastingdienst issues a conserverende aanslag (deferred assessment) on the accrued but unrealised gain. This exit tax prevents DGAs from emigrating and then extracting dividends tax-free. Deferral agreements exist with certain treaty countries.
Related terms
A DGA (Directeur-Grootaandeelhouder) is a company director who holds a substantial interest of at least 5% in that company's shares. Most Dutch BV founders are DGAs. The DGA must receive a customary wage (gebruikelijk loon) from the BV of at least EUR 56,000 per year in 2025, ensuring wage tax is paid before profits are distributed as dividends.
A Besloten Vennootschap (BV) is a Dutch private limited company, the most common corporate structure for entrepreneurs, SMEs, and foreign investors setting up in the Netherlands. Since the 2012 Flex-BV law, minimum share capital is EUR 0.01. The BV is a separate legal entity; its shareholders have limited liability. Shares are not publicly tradeable.
The gebruikelijk loon is the minimum salary a DGA must pay themselves from their own BV. For 2025, the statutory minimum is EUR 56,000 per year. It must equal the highest of this floor, 75% of the most comparable employment, or the salary of the highest-paid employee in the company. Underpaying triggers retrospective wage tax and penalties.
The deelnemingsvrijstelling (participation exemption) fully exempts dividends and capital gains received by a Dutch BV or NV from a qualifying subsidiary from Dutch VPB. The shareholding must be at least 5%. This makes the Netherlands one of the world's most attractive holding company jurisdictions, particularly for EU and international groups.
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