The Dutch government is preparing changes to the tax on unrealized gains (Box 3) amid resistance in the Senate

The Dutch government of Prime Minister Rob Jetten is considering amendments to the unrealized gains tax—the so-called Box 3—with a 36% rate, which the House of Representatives approved in February. Bloomberg reports this, citing a spokesperson for the Ministry of Finance.

Officials say they are “carefully reviewing” the objections and are preparing changes along two tracks at once: a loss compensation mechanism (loss carry-back) and expanding the eligibility criteria for startup relief in Box 3.

Since the vote in the lower chamber, opposition has intensified. A petition against the reform has gathered more than 61,000 signatures, and in February Shopify CEO Tobias Lütke called the initiative “the dumbest thing any government on the planet is doing right now.”

Loss carry-back and the “startup fix”

Under the version adopted by the House of Representatives, investors who pay tax in the year when they have “paper” profits will not be able to claim a retroactive refund if, in the following year, those profits disappear due to a drop in the value of assets. Losses, however, can be carried forward and offset against future taxable profits—typically with no time limit—while carry-back is not available under the current logic.

The asymmetry is especially painful for holders of volatile assets: if share prices rise sharply and then fall, a tax bill may be triggered in the first year, while relief is only deferred until new taxable profits arise.

The Jetten government has signaled its intention to close this “loophole,” but the amendment text has not yet been published.

There is also a separate block for startups. In the current draft, Box 3 relief is available for stakes in companies that meet certain conditions: the firm must be less than five years old and have annual revenue below €30 million (about $35 million). In that case, taxation would be tied not to unrealized gains, but to the event of realization.

At the same time, the authorities are studying a broader formulation of the relief. In consultations, for example, discussions have included an approach where the exemption could extend to any non-public company deemed “scalable and rapidly growing through innovation.” This position is cited in comments to the publication by Cindy van de Luitgaards-Braat, a partner in Deloitte Netherlands’ tax practice. Whether the new definition will be acceptable to the technology sector remains to be seen.

Strong demand for revisions: resistance within the governing coalition

According to Bloomberg, the Senate has sent 36 pages of detailed questions to Finance Minister Eelco Eerbergh regarding the bill. Among those raising objections are politicians from parties in the governing coalition.

At the same time, the upper chamber has limited leverage: the Senate cannot amend the bill directly, and can only approve or reject it.

In late February, the Ministry of Finance effectively confirmed the risk of the reform failing in its current form. That is what triggered the process of preparing amendments.

The delay also has a cost. Based on government estimates, postponing the adoption of the new system would result in roughly €2.4 billion (about $2.8 billion) in annual lost tax revenues. That is why some lawmakers voted to start the reform in the House of Representatives even though they did not fully support the design.

Behavioral changes are already underway

A survey of private investors conducted in March by ING found that 9% are already reducing their risk exposure ahead of the implementation date—2028. Around three quarters of respondents said they could revisit their investment strategies after the system takes effect.

ABN Amro MeesPierson wealth planning expert Peter Beets notes that clients are actively working through options, and one frequently discussed scenario is emigration. Another approach is to shift assets into corporate structures taxed under different rules, but it also has downsides, including additional administrative burden.

The Netherlands is already under close scrutiny due to discussions of an “exit tax,” which could keep emigrating residents subject to Dutch income tax for up to five years after departure. As of now, work on this direction has not been formalized into a specific bill, and it also faces obstacles under EU law related to freedom of movement.

A temporary law that could become permanent

The political trajectory of the Box 3 reform looks unusual. In the D66/VVD/CDA coalition agreement published in January, the government states its intention to eventually replace taxation of unrealized gains with a classic capital gains tax.

In addition to the bill itself, the House of Representatives adopted a separate parliamentary initiative: the government must present an alternative version in which the tax is charged only on realized gains—by Budget Day 2028.

In practice, however, the timeline for any transition remains uncertain. During parliamentary debates, MP Michiel Hoogeven put it in a line that later became the reform’s unofficial “epitaph”: “Nothing is more permanent than a temporary law.”

For now, the bill awaits a decision in the Senate before the planned start date—January 1, 2028. Whether the prepared package of amendments will be enough to secure approval is unclear. In the Netherlands, the tax system taxes residents on worldwide income across three categories, and Box 3 covers savings and investments, applying a fixed 36% rate.

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