RSUs in Spain. RSUs arrive here with a foreign name and no entry of their own in the Spanish code. They are taxed by analogy, under criteria built ruling by ruling, so what holds for one company’s plan need not hold for another’s.
Equity is the reason many people moving to Spain opt into article 93, the Beckham regime, and it is also the reason the numbers turn out badly for some of them. The mechanics have one very favourable part, one very unfavourable part and a third that depends on a date, and all three live inside the same share package.
The three moments, and which one matters here
Every form of pay in shares has three moments: the grant, the vesting or exercise, and the sale. The general rules of the IRPF, the Spanish personal income tax, treat them differently, as we explain in the three moments of an option and in RSUs and double trigger. Under article 93 the picture becomes both simpler and harsher:
| Moment | Stock options | RSUs | Under article 93 |
|---|---|---|---|
| Grant | No income | No income | The same |
| Exercise or delivery | Employment income in kind | Employment income in kind | Treated as obtained in Spain and taxed at the regime's rates |
| Sale of the shares | Capital gain | Capital gain | If the company is foreign, foreign-source income: outside the regime |
The hard part: all employment income is treated as obtained in Spain
Under ordinary IRPF, when options vest over four years worked in two countries, the income is split in proportion to the days worked in each, and the foreign share may be left out or give rise to a credit. Under article 93 that split does not operate: all employment income obtained while the regime applies is treated as obtained in Spanish territory.
The country where you worked during the vesting period may argue that it is entitled to tax the part corresponding to those days, and it usually does. Because the regime does not apply the ordinary IRPF rules for removing double taxation, the taxpayer may end up paying twice and having to claim in the other country. We do not promise that it will be recovered: that depends on the treaty, on the deadlines over there and on how the split of days is documented. We always warn about it before anyone fixes the date of an exercise.
The good part: selling foreign shares
The gain made on selling shares in a non-resident company is foreign-source income other than employment income, so it is not taxed in Spain while the regime lasts. For someone who received shares in a US or European parent company and sells them during those years, that is the main advantage of article 93, and it is not a small one.
Two nuances cannot be overlooked. The first: if the company is Spanish, the gain is Spanish-source income and goes to the savings scale. The second: the sale may have consequences in another country, starting with the United States if you are a citizen or a green card holder, where nationality outranks residence. The Spanish regime does not protect you from that.
And a point about currency: if the plan is denominated in dollars or another currency, the conversion is made at the exchange rate on the date the income accrues, not on the day you sell or at the year-end rate. With large packages, the difference between one date and another is far from trivial, and it is worth documenting the rate used and its source: the exchange rate has rules of its own.
How what comes in is valued
The employment income is the difference between the value of the share at the moment it is delivered to you or you exercise, and what you pay for it. With listed shares the figure is objective. With unlisted shares, which is the case for many growth companies, valuation is the whole problem, and it has its own guide: the market value of unlisted shares. The valuation of the last funding round is not automatically the tax value, and it is worth having documented where the number comes from before declaring it.
On that income the employer makes the payment on account that applies, and here a detail appears that throws many people: if the company does not pass that payment on account on to the employee, the amount becomes additional pay. On large awards, the difference between passing it on or not can run to several thousand euros.
The €12,000 exemption, which is not taken for granted here
The Spanish income tax act provides an exemption for shares delivered to employees of the company itself, with strict conditions, which we explain in the ESPP and the €12,000 exemption. Whether it reaches someone taxed under article 93 is a disputed question, because the regime refers to the rules of the Spanish non-resident income tax, and it is that cross-reference that is read in two different ways.
We are not going to tell you here that it applies, or that it does not. What we do in a file is read the plan, see whether it meets the substantive requirements, check the tax authority's position at that time and explain in writing which position we hold and what risk it carries. It is a textbook example of what it means to warn rather than promise.
The date changes everything: inside or outside the regime
The same option exercise has two very different treatments depending on the year in which it happens:
| During the regime | After the regime | |
|---|---|---|
| Classification | Employment income obtained in Spain | Employment income, split by days worked |
| Rate | The regime's rates | General scale, national and regional |
| Reduction for income generated over more than two years | Does not apply | May apply if its conditions are met |
| Later sale of foreign shares | Outside the Spanish base | Capital gain in the savings base |
No universal recommendation comes out of that table. What comes out is a conversation: how much equity there is, when it vests, how many years of the regime remain, where you worked during vesting and what the plan says about exercise periods. There are cases where it pays to exercise inside the regime and others where the reduction for irregular income available outside it weighs more.
Before moving a date for tax reasons you have to read the document that governs the shares: exercise windows, good leaver and bad leaver clauses, sale restrictions and what happens if you leave the company. We have seen flawless plans fall apart because of a clause making options lapse ninety days after leaving. There is a dedicated guide: how to read an equity incentive plan.
If you leave Spain with equity only partly vested
It is a common ending: the posting ends before the share plan does. What happens then depends on two things that have to be looked at together, not separately.
The first is the plan: almost all of them have rules on what happens to unvested awards when someone leaves the company or changes country, and those rules override any tax calculation. The second is your residence in the year in which the income accrues: if by then you are no longer an IRPF taxpayer, the part corresponding to work done in Spain will be taxed under the IRNR, the Spanish non-resident income tax, with its own withholding mechanics and its Modelo 210.
While you were under the regime there was no split: all the work was treated as obtained in Spain. As soon as you leave it, by whatever route, the split by days worked in each country reappears to determine which part is Spanish-source. Anyone who has not kept a record of where they worked each year ends up reconstructing it from plane tickets and project calendars. Keeping that record as it happens costs nothing; rebuilding it costs a lot.
Equity and reporting obligations
While the regime lasts Modelo 720, the information return on assets abroad, is not filed, so shares held on a foreign platform are not reported. In the first ordinary tax year they are, and then you need to know what counts as a security and what does not: delivered shares go in; options not yet exercised do not. We develop this in equity and Modelo 720. Whoever leaves the regime with a portfolio built up over six years faces the first serious inventory job there, and it is best not to leave it until March: the year the regime ends.
How we work on it
We ask for the plan, the grant letter, the vesting schedule and the record of days worked in each country. With those we calculate what goes into Modelo 151, document the valuation, identify the risk in the other country and put the exercise scenarios into numbers. What we do not do is guarantee that the Spanish or the foreign tax authority will share our classification: in international equity nobody can seriously promise that. The Beckham regime form is the way in, and the stock options and RSUs page covers the other scenarios.