RSUs in Spain. Worth saying plainly: RSUs are not recognised as such under Spanish law. They are fitted into employment income in kind and, where it applies, into the relief for income generated over several years, but the fit depends on each plan and on where you were resident while the units vested. An article describes the usual road; yours may run elsewhere.
A share option goes through three moments, and at each one the tax question is different. At the first, a right is granted. At the second, it is exercised and shares appear. At the third, they are sold. The most expensive confusion in this area is thinking the tax is paid once, when in fact it is paid twice, in different bases and at very different rates.
This guide walks through the three moments with a numbered example from beginning to end, so you can see where each figure comes from. The scheme described is the one that fits the most common situation: options that cannot be transferred, an employee on a Spanish employment contract who is tax resident in Spain, and a company that does not apply the start-up regime. Your case may not fit, and a single detail in the contract is enough for it not to fit: that is why there is the guide on how to read the plan.
Moment 1 · The grant
You are told that you have been granted, say, 10,000 options at an exercise price of €2 per share, vesting over four years with an initial one-year cliff. Nothing relevant for tax happens that day, and the reason lies in the nature of the right: if the option cannot be sold, assigned or pledged, what has come into your hands is not an asset with its own value but an expectation that depends on your staying with the company.
Vesting does not create income either. The fact that 2,500 options vest in the first year changes nothing: you still hold a right that you cannot turn into money without first paying the exercise price. Even if the company's value is multiplied by ten, nothing has happened in your Spanish income tax.
If the plan allowed the option to be transferred, the analysis changes: something with its own value would have been handed over, and the income would arise on grant, for the value of the right. It is uncommon, but it exists, and it has to be checked by reading the transferability clause rather than assumed.
Moment 2 · The exercise
This is where it happens. On the day you exercise, you pay €2 per share and receive shares worth more. That difference (the spread) is employment income in kind, and it goes to the general base of Spanish income tax, the one that bears the progressive scale together with your salary. It is not a capital gain, it does not go to the savings base and it does not benefit from the savings rates.
Let us follow the example. In the third year you exercise the 7,500 vested options, when the share is worth €12.
| Item | Calculation | Amount |
|---|---|---|
| Market value of what you receive | 7,500 shares at €12 | €90,000 |
| Exercise price paid | 7,500 at €2 | €15,000 |
| Employment income in kind | 90,000 less 15,000 | €75,000 |
| Base it goes into | General, added to the year's salary | — |
That income is added to everything else you earn that year. If you were already in the top band of the scale, the whole €75,000 is taxed there. And one detail needs underlining because it surprises almost everyone: you have paid €15,000 out of your own pocket, you have sold nothing, not a single euro has come into your account, and yet you owe tax on €75,000.
If nobody withholds in Spain
When the Spanish subsidiary pays the income, it will normally make the payment on account (ingreso a cuenta, the equivalent of withholding for income in kind) and the amount will appear on your payslip. But in many plans the grant comes from the foreign parent and there is no payer in Spain with that obligation. Then nothing is deducted along the way: you pay the full income tax on that €75,000 yourself in your return, between April and June of the following year, which is when the Spanish annual return is filed. Setting that money aside from the day of exercise is the difference between a formality and a nasty shock.
The asymmetric risk
This is what costs the most money in this area, and it is worth seeing with numbers. You have been taxed on €75,000 in the general base. If the share then falls to €5 and you sell, you will have a capital loss that goes to the savings base, where the offsetting rules are its own and very limited against other income. There is no mechanism that refunds the tax paid on a profit that never materialised.
That is why the decision on when to exercise is not only a financial one. In unlisted companies, where there is also no market in which to sell and cover the tax, it is the most delicate decision in the whole process, and it deserves to be taken with the year's numbers in front of you.
Moment 3 · The sale
When you sell the shares, a capital gain or loss arises, and it goes to the savings base. The acquisition cost is the sum of what you paid and what you have already been taxed on: the exercise price plus the taxed spread. That sum avoids double taxation, and it is the figure we most often see calculated wrongly.
Let us continue. Two years later you sell the 7,500 shares at €18.
| Item | Calculation | Amount |
|---|---|---|
| Transfer value | 7,500 at €18 | €135,000 |
| Acquisition value | 15,000 paid plus 75,000 already taxed | €90,000 |
| Capital gain | 135,000 less 90,000 | €45,000 |
| Base it goes into | Savings | — |
Look at the split: of the €120,000 total profit over the exercise price, 75,000 went to the general base at the marginal rate and 45,000 to the savings base. The earlier you exercise (with the share still cheap), the smaller the part that goes to the general base and the larger the part that goes to savings. And that is exactly the trade-off to think about: exercising early reduces the employment income, but brings forward a tax on a value that may never be confirmed.
If the shares are sold in the same transaction
Many exercises are done on a cashless or sell to cover basis: the broker immediately sells some or all of the shares to cover the exercise price and the taxes. For tax purposes it is not a single act: the two moments, exercise and sale, still exist, even if they happen on the same day. What happens is that the market value at exercise and the sale price are the same or nearly so, and the capital gain turns out very small or nil, leaving the whole profit as employment income. And a warning: what the broker withholds is usually aimed at the tax of the parent company's country, not at Spanish income tax.
And if there is no money to pay the tax
This is the real problem with companies that are not listed. You exercise, you are taxed on the spread, and there is no market in which to sell and raise cash. The possible ways out are few and all of them have a cost: exercise only the part you can bear; wait for a liquidity window, accepting the risk that the exercise window closes first; or apply to pay the tax debt in instalments or defer it, which is possible but not free and has its own requirements, explained in deferring or splitting a tax debt.
What does not work is declaring a low market value because there is no money to pay the tax on the real value. Valuation is supported with evidence, not with needs, and that ground is covered in market value when the company is not listed.
Currency, fees and paperwork
Almost all of this happens in dollars. The income on exercise is valued at the exchange rate on the date of exercise, and the gain on sale is calculated using the exchange rate on the acquisition date for the cost and the rate on the sale date for the transfer value. Exchange differences are not an optional adjustment: they are part of the calculation. The broker's fees paid on purchase and on sale are added to the cost and deducted from the transfer value, respectively.
For each milestone, keep: the trade confirmation with date and time, the number of shares, the price applied, the fees, the exchange rate and the broker account statement. If the shares are also still held abroad at 31 December, what we cover in equity and reporting obligations comes into play.
The three moments, applied to a real case
The sample shows the complete path with real figures from an anonymised file: what was declared on exercise, what on sale and how the acquisition cost was calculated. Twelve pages with their annex of doctrine, written in Spanish.
What can change the picture
This scheme describes the most frequent case, not a universal rule. It breaks, among other cases, if the option can be transferred; if you provide your services by invoicing rather than under an employment contract; if the article 93 regime applies to you (the special regime for workers moving to Spain, known as the Beckham regime), which has its own source rules and is covered in this guide; if part of the generation period was spent working outside Spain and taxing rights have to be shared out under the double tax treaty; or if the company is a start-up within the meaning of Act 28/2022, with its own valuation rule and its own deferral.
In this area Spanish income tax has no chapter devoted to options: there are general rules applied to foreign contracts. What is debatable is flagged as debatable, and no outcome is guaranteed. If you want the calculation with your figures and your dates, start with the form for this service; and if what you hold is RSUs rather than options, the difference is set out in this comparison.