RJ 275: accounting for shares and options for staff

The short answer

RJ 275 governs pay in or based on shares. With equity settlement you recognise the value at the grant date as wage costs over the vesting period, with an increase in equity. With cash settlement you build a liability that you revalue every year. Small entities follow the same chapter via RJk B14.129.

Updated 30 October 2026

Key facts

What falls under RJ 275

The chapter applies to every transaction in which the entity receives goods or services in exchange for its own shares or options, or for a payment that depends on the value of those shares. Shares of another company in the group count too (RJ 275.107). In practice it is usually about staff: depositary receipts via a trust office (stichting administratiekantoor), options, or a phantom share or SAR scheme that pays out in cash. Directors and supervisory directors fall under the concept of staff (RJ 275.104).

Outside the chapter fall, among others, an issue in which the staff member takes part as an ordinary shareholder, a contribution between companies under common control and shares issued in an acquisition (RJ 275.103).

An exemption already existed in RJ 275.103a; from financial year 2026 it reads: RJ 275 need not be applied to an arrangement settled by a person or company outside your consolidation group, for example a shareholder who transfers shares privately to an employee. The disclosure as a related party transaction is then still required (RJ 275.511). The Council (Raad voor de Jaarverslaggeving) recorded this in RJ-Uiting 2025-12 of 17 December 2025. If you have to account differently for an arrangement running on 1 January 2025 as a result, you follow the rules for changes in accounting policies. If it fell under the old exemption in 2025 as well as under the new one in 2026, you may leave the effect out of the comparative figures (RJ 275.603).

The core: value at grant, spread over the vesting period

1. Value the instruments granted. For staff you start from the value of the shares or options at the grant date, because the value of the work itself cannot be measured reliably (RJ 275.302).
2. Determine the vesting period. Without conditions the work has already been delivered and the charge comes at once. If the employee must first remain in service or reach a target, you spread the charge on a straight-line basis over that period (RJ 275.303 and 275.304).
3. Estimate how many instruments will vest. If someone leaves before the end, you reverse the cumulative charge. A share price target is left out of that estimate, because it is already in the value (RJ 275.306 and 275.307).
4. Look at the settlement. In shares: charge against equity. In cash: charge against a liability, which you revalue at every balance sheet date.

For options you choose between fair value, with an option pricing model, and intrinsic value: the difference between the value of the share and the exercise price. With intrinsic value you determine it again at every balance sheet date and take every change to the result (RJ 275.314). For an unlisted BV that is often the practical choice. If the BV bears the employee's payroll tax, you treat it as a cash-settled arrangement (RJ 275.315).

Case 1: depositary receipts after three years of service

Software company Hertz BV grants a product manager 1.000 depositary receipts on 1 January 2025, which she receives if she is still in service on 31 December 2027. An independent valuation puts the value at the grant date at € 45 per receipt, so € 45.000.

If the product manager leaves in June 2026, the cumulative charge becomes nil: in 2026 Hertz reverses € 15.000. A later increase in the value of the receipt changes nothing about the charge, because settlement is in shares. Medium-sized and large entities show the grant as a separate movement in the statement of changes in equity (RJ 275.509).

Case 2: phantom shares that pay out in cash

Wholesaler Meridiaan BV promises three managers on 1 January 2025 a cash payment equal to the increase in value of 2% of the shares over three years, if they stay until the end of 2027. The estimate of the sum to be paid is € 60.000 at the end of 2025 and € 72.000 at the end of 2026.

Because the amount and the timing are uncertain, the liability is shown under provisions; if it is fixed, under liabilities (RJ 275.503).

Case 3: the DGA gives shares privately

The sole shareholder of Bouwadvies Rietveld BV transfers 5% of his shares privately to the manager in 2026, as a reward for the manager's efforts. The BV itself pays nothing and issues nothing. Because the settlement takes place outside the BV's consolidation group, the BV need not recognise a charge (RJ 275.103a). If Rietveld were large, it would disclose the transfer as a related party transaction not made under normal market conditions (RJ 275.511); as a small or medium-sized BV it is exempt from that disclosure. See RJ 330.

Per size class

Common mistakes

• Booking no charge because the BV pays out no money.
• Taking the charge in the year of grant although there is a vesting period.
• Leaving the charge already taken in place when an employee leaves.
• Not revalue a cash-settled arrangement at the balance sheet date.
• Accounting for a transfer by the shareholder itself as if the BV pays, or not disclosing it at all.

Sources

• RJ-Uiting 2025-12: clarification of the exemption for share-based payments (rjnet.nl)
• Art. 2:378 DCC: movements in equity (wetten.overheid.nl)
• Art. 2:383d DCC: rights to shares at the public NV
• Dutch Accounting Standards Board (Raad voor de Jaarverslaggeving): the Guidelines and the compilations (rjnet.nl)
• Dutch Accounting Standards Board: Ten geleides per annual edition, with the changes per financial year

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