Dutch coalition agreement “Aan de slag”: plans for startups and scaleups
The new Dutch coalition agreement “Aan de slag” expressly positions startups and scaleups as drivers of economic growth and innovation. The ambition is clear. The Netherlands should become more competitive, remain attractive for talent and capital, and create more room for entrepreneurship.
At the same time, the agreement raises an important practical question: what do these ambitions mean for founders, management teams and investors who need to make strategic decisions today, often with a multi-year horizon?
That question connects to themes I have discussed in earlier articles. I previously wrote about the continuing uncertainty around the fiscal treatment of employee participation and share options, a tool that is crucial in practice for attracting and retaining talent. I also discussed the growth risks that arise when companies scale and face more complex financing structures, governance arrangements and organisational challenges.
More broadly, I have also analysed why Dutch startups often start well, but can run into obstacles when they need to scale, including regulation, access to capital and the practical implementation of policy.
In this article, I assess the coalition agreement against that background. The direction is positive on several points, but the further implementation remains abstract for now. This means that the agreement mainly sets out a framework, while startups and scaleups need concrete and predictable rules. That tension between ambition and implementation is central to the analysis below.
Talent and employee participation
An important part of the coalition agreement is the recognition that growth is not determined only by capital and regulation, but also by the ability to attract and retain talent.
In that context, employee participation is expressly mentioned. The government recognises that startups and scaleups often cannot reward employees primarily through salary, but instead rely on shares, options or similar incentive arrangements. The tax treatment of these instruments should therefore become more attractive and workable.
This recognition is aligned with bottlenecks I have previously described, including in my article about the expected legislative changes concerning employee participation. In that article, I discussed the current fiscal uncertainty around share options and why this creates a barrier to talent retention in young technology companies.
The coalition agreement identifies the issue, but remains at a high level. It does not yet make concrete choices on:
- the moment at which options and participations should be taxed, and whether taxation can be deferred until realisation;
- the rates at which such participations should be taxed;
- the valuation methodology for options and shares for tax purposes;
- whether the regime will apply to all startups and scaleups or only to a limited subset, for example innovative companies.
For founders, management teams and employees, this means that no immediate practical change takes effect in the short term. The intention is clear and corresponds with what the market has been saying for a long time. However, legal certainty and practical usability are still missing.
Until these fiscal parameters are expressly set out in legislation, uncertainty remains on an issue that is crucial for the competitive position of Dutch startups in the international labour market.
Less regulatory pressure and a more efficient government
The agreement aims for a more systematic approach with less regulatory pressure, faster implementation and a more efficient government.
That reflects the practical reality in which growth often does not fail because of product or market, but because of procedures, administrative burdens and execution problems. The main instruments mentioned are:
- annual simplification acts;
- ex ante implementation tests;
- further digitalisation of public processes.
In theory, this could reduce administrative burdens and shorten time-to-market. In practice, however, the effect will depend on the discretion and speed of implementing agencies and public bodies. That is where the main risk lies.
For startups and scaleups, this distinction matters. Policy ambitions are helpful, but the real impact will depend on how quickly and consistently the rules are applied in practice.
Financing and growth capital
On the financing side, the Dutch government positions itself more clearly as a partner in growth, including through public-private investments with a focus on strategic technology and scalable innovation.
That is relevant for scaleups that, after the initial startup phase, struggle to attract sufficient growth capital. The availability of later-stage capital remains an important issue in the Dutch and European startup ecosystem.
At the same time, it remains unclear whether the intended measures will:
- lead to structurally more capital in later funding rounds;
- replace or supplement existing schemes;
- actually encourage private investors to invest.
Without concrete instruments, this part of the agreement remains mainly directional.
For founders and investors, this means that the agreement may support a more favourable funding environment in the future, but it does not yet provide a clear basis for financing decisions that need to be made now.
Digitalisation and innovation
The government also intends to become more digital and data-driven, and to work more often with innovative companies.
For startups, this could create opportunities. The government can be an important launching customer, particularly for technology companies that need early validation, reference clients and market access.
However, the agreement does not explain how public procurement rules and compliance requirements will be made more accessible for young companies. In practice, that is often the largest barrier.
Startups may have relevant technology and strong commercial potential, but still lack the track record, scale, compliance infrastructure or procurement experience required to compete effectively for public-sector contracts.
For the agreement to have real impact, this gap between ambition and procurement practice will need to be addressed.
What the agreement does not address
The agreement is also notable for what it does not address.
There are no immediate fiscal breakthroughs for growth capital. There is no reform of exit taxation. There are also no concrete improvements for governance and shareholder structures in fast-growing companies.
As a result, much remains dependent on later legislation and policy choices. This leaves uncertainty for entrepreneurs and investors who need to make decisions over a multi-year horizon.
That uncertainty is relevant in practice. Startups and scaleups need to structure financing rounds, employee incentive plans, shareholder arrangements, governance models and possible exit routes well before policy intentions become binding law.
Conclusion
The coalition agreement shows that the importance of startups and scaleups is widely recognised. The direction is positive, and the focus on regulatory pressure, growth capital and employee participation is justified.
At the same time, the translation into concrete, workable rules remains limited for now.
For founders, management teams and investors, the agreement therefore mainly provides direction, but limited practical certainty for decisions that need to be taken today.
Whether the Netherlands actually becomes a stronger scaleup country will depend less on the ambitions set out on paper and more on the choices made in the legislative and regulatory implementation that follows.
Need advice on startup or scaleup structuring in the Netherlands?
For startups and scaleups, political ambition is useful, but legal certainty, clean documentation and a scalable corporate structure are what matter in practice. Employee participation, governance arrangements, financing documentation and shareholder rights should be structured before they become obstacles in an investment round, acquisition process or international expansion.
Dirk de Waard, corporate and M&A lawyer in the Netherlands, advises startups, scaleups, founders, investors and shareholders on corporate structuring, venture capital, employee participation arrangements, M&A transactions and strategic growth-related legal issues.
For questions about the legal structuring of your startup or scaleup, venture capital documentation, employee participation, shareholder arrangements or preparation for an investment or exit process, please contact Dirk de Waard at dirk.dewaard@viottalaw.com.
