All articles · 2026-09-24 · Taxation
Listed or unlisted warrants: what do you choose as a company director?
Unlisted warrants are taxed on a lump-sum basis (18% + 1% per year above 5 years), listed warrants on their stock market value. Discover what this means for your management company.
By Jan Hermans, CEO & founder of Lyff.
Short answer
If, as a company director with a management company, you want to optimize your tax situation via warrants, you generally choose unlisted warrants. These are taxed on a lump-sum (forfaitaire) basis: 18% of the underlying value, plus 1% per year above five years' duration. Listed warrants are taxed on a value that is much closer to their actual stock market value, meaning the tax advantage compared to a cash bonus is much smaller or even non-existent.
Why do company directors look for an alternative to the cash bonus?
A cash bonus is treated as regular remuneration for tax purposes. You therefore pay personal income tax (personenbelasting) and social security contributions (sociale bijdragen) on the full amount. From a gross bonus of € 1,000, sometimes only about € 400 net remains in practice, depending on your personal situation. It's a quick way to create private cash, but generally also one of the most expensive.
Warrants and stock options serve the same function as a bonus: they reward performance. The difference lies in the taxation. The net result is often more favorable than with a classic cash bonus.
What is a warrant?
A warrant or stock option is a right to purchase a share later under pre-agreed conditions, for example, a fixed price within a certain term. The instrument is set up via an accredited platform or an issuer and subsequently granted to you by your management company as remuneration for services rendered.
When are warrants taxed?
You are usually not taxed when you later sell the warrants and convert them into cash, but at a previously determined moment. The tax authorities (fiscus) consider the benefit as granted sixty days after the written offer, provided you accept that offer in writing and on time. The legal framework is the stock option legislation of 1999.
What value the tax authorities attribute at that moment depends on one question: is the warrant listed or not?
How are unlisted warrants taxed?
For unlisted warrants, there is no public market price that can be checked day by day. The tax authorities therefore cannot easily objectify the economic value. That is why the taxable basis is usually determined on a lump-sum (forfaitair) basis at the time of granting:
- Term 5 years: 18% of the underlying value
- Term 10 years: 23% of the underlying value
- Term 15 years: 28% of the underlying value
Personal income tax (personenbelasting) and social security contributions (sociale bijdragen) are calculated on that lump-sum basis, not on the amount leaving the company, nor necessarily on what you later realize privately. That is the core of the optimization effect.
Calculation example
€ 50,000 is granted via an unlisted option plan, with a term where the lump sum (forfait) amounts to approximately € 15,904. Privately, depending on the structure, approximately € 46,000 may become available later. Tax and social security contributions are calculated on € 15,904, not on € 46,000. In this example, approximately € 35,000 remains net.
The exact result always depends on the specific conditions, market movements, and how the plan is set up.
How are listed warrants taxed?
For listed warrants, the lump-sum (forfaitaire) approach does not apply. The value is transparent and objectively readable on the stock exchange. The tax authorities therefore see perfectly what the instrument is worth and align the taxable basis much closer to the actual value.
In practice, listed warrants can still feel slightly more efficient than a pure cash bonus. But the large lump-sum (forfaitaire) leverage effect of unlisted structures is much smaller or even non-existent there.
Listed vs. unlisted: the difference in one overview
Unlisted warrants
- Valuation by the tax authorities: lump-sum (forfaitair)
- Taxable basis: 18% + 1% per year above 5 years duration
- Tax leverage: large
- Compared to a cash bonus: often significantly more favorable
- Why: no public market price, so uncertain value
Listed warrants
- Valuation by the tax authorities: close to the actual stock market value
- Taxable basis: objectively readable price
- Tax leverage: much smaller or non-existent
- Compared to a cash bonus: at most slightly more efficient
- Why: value transparent for everyone
Why does uncertainty yield a tax advantage?
Compare it to scratch cards from the newsagent. You buy twenty for € 100. The tax authorities know the purchase value but don't know whether you will win € 5 or € 500,000 after scratching. It is precisely this uncertainty about the ultimate value, as long as it falls within a correct legal and tax framework, that opens the path to optimization. For listed warrants, this ambiguity does not exist: everyone can read the value, so the tax authorities can also tax more strictly.
Do warrants count towards your pension accrual?
Yes, provided the warrant plan has a structural and monthly character. Then the lump-sum (forfaitair) benefit counts towards the salary base (loonbasis) for the 80% limit of your IPT (individual pension commitment). An occasional dividend does not count there.
Scenario A: salary + dividend
- Fixed salary: € 45,000
- Additional payout: € 100,000 dividend
- Salary base for IPT: € 45,000
- Estimated IPT end capital: ± € 531,000
Scenario B: salary + monthly warrant plan
- Fixed salary: € 45,000
- Additional payout: € 100,000 via warrants
- Salary base for IPT: € 82,828 (incl. lump-sum (forfaitair) benefit € 37,828)
- Estimated IPT end capital: ± € 1,289,000
The same amount leaves the management company, but the structuring of the salary base yields a much higher pension capital. However, do not simply convert all past profits into warrant plans: a balanced plan is essential to substantiate actual performance.
What should you pay attention to with warrants?
During a tax audit (fiscale controle), it is checked whether the cost is deductible as a business expense (beroepskost), serves a real company interest (vennootschapsbelang), and fits within a defensible remuneration policy. These basic principles help:
- Ensure a written and dated offer, with written acceptance within the stipulated period.
- Check whether you are buying a real stock option, recognized by the FSMA. A paper trade without a tax ruling (ruling) entails a real and proven risk of rejection.
- Have the benefit in kind (voordeel van alle aard) calculated correctly, with special attention to the sixty-day moment.
- Process the allocation clearly in the accounting as a remuneration element.
- Ensure correct payroll statement (fiche) and reporting in accordance with Article 57 WIB (Wetboek van de Inkomstenbelastingen).
- Frame the allocation in minutes or an internal note: why this instrument, is it proportional, and how does it relate to the services rendered?
Also avoid excesses. The company must remain financially healthy. Creating losses merely to apply this technique increases the tax risk, and reducing your traditional remuneration to zero in favor of warrants is not a good idea.
What changes from 2026?
Warrants and stock options will remain important instruments even after 2026. However, attention will shift more emphatically to regularity, proportionality, and coherence with your broader remuneration policy. From 2026, the director's remuneration may consist of a maximum of 20% of lump-sum (forfaitair) valued benefits in kind (voordelen van alle aard). Unlisted warrants remain a full part of the salary package but must align with a structural remuneration. Your fixed salary remains the reference point.
In short: warrants and stock options strengthen your remuneration package; they do not replace it.
Do you want to know if a warrant plan fits your remuneration? Make an appointment with a Lyff.-expert and we will review it together with your accountant.
Frequently asked questions about warrants
Are warrants more advantageous than a cash bonus?
Often yes, especially unlisted warrants. A cash bonus is fully taxed as remuneration, while unlisted warrants are taxed on a lump-sum (forfaitair) benefit that can be significantly lower than the value that ultimately becomes cash.
How much is the lump sum (forfait) for unlisted warrants?
18% of the underlying value for a five-year term, increased by 1% per year above that. For ten years, it's 23%; for fifteen years, 28%.
When is the taxable moment for warrants?
Sixty days after the written offer, provided you accept the offer in writing and on time. Not at the moment you sell the warrants.
Why are listed warrants less attractive from a tax perspective?
Because their value is objectively readable on the stock exchange. The tax authorities then tax on a value that is close to the actual value, largely eliminating the lump-sum (forfaitaire) leverage effect.
How much can I put into warrants?
The stock option legislation of 1999 describes what must be done for tax purposes but does not state how much you can spend. The plan must be proportional, align with your performance, and keep your company financially healthy.
Can I grant warrants monthly?
Yes. A monthly warrant or option plan often yields a strong net outcome and simultaneously builds a more robust salary base, which counts towards your pension space and how banks view your income stability.
This article is based on 'Fiscale shortcuts voor managementvennootschappen' by Jan Hermans, founder of Lyff. The figures are examples from the book; the exact result always depends on your personal situation and the specific setup of the plan.