Cash bonuses linked to EBITA or sale proceeds can face a Dutch corporate tax deduction restriction when their formula follows share value. The 2026 position concerns rights granted to employees earning more than €728,000 a year. A restricted deduction increases the company’s bonus cost.
Why this matters
A company may budget a bonus as deductible staff cost. That can change when its calculation follows share value, directly or indirectly. The payment label does not decide the tax treatment. A cash bonus, retention payment, or closing reward may need review. Read the contract alongside the valuation model and sale file. A restricted deduction affects the tax provision, closing cash, and sale proceeds. The approved calculation, payment, and payroll record should match.
Example
The published case involved a BV with two cash rewards. Its annual bonus depended on EBITA growth and two more years of employment. A separate payment replaced that bonus in the sale year. It used the difference between the share sale price and historical share cost. Another formula covered a sale of assets and liabilities. The reward followed value realised on sale. Paying cash did not remove that link. Tax treatment depended on the remuneration, contract, and valuation method.
XTROVERSO tips
- Put the contract beside the valuation model. Compare the bonus formula with the share valuation method. Mark shared inputs, including EBITA, EBITDA, multiples, sale proceeds, and historical cost.
- Check annual remuneration. Confirm whether the employee exceeds the relevant remuneration threshold. Keep the calculation and supporting payroll records in the tax file.
- Trace the sale clause. Check whether a sale replaces, accelerates, or recalculates the annual bonus. Review both share-sale and asset-sale clauses.
- Update the transaction calculation. Model the gross bonus, payroll handling, corporate tax effect, and payment date. Do not assume the payment reduces taxable profit like ordinary staff cost.
- Keep one consistent file. Align the employment contract, approval minutes, calculation workbook, valuation, tax provision, and payroll record. Record why the tax treatment fits the agreed formula.
Need to check an EBITA or exit bonus before payment or closing? We can review the contract, calculation, and tax file with you
The data, sourcing, and analysis behind this article were conducted by Linda Pavan. 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 before publication.
