RSUs in Spain. There is no RSU as such in Spain: there is a delivery of shares that the law treats as payment in kind, with valuation and timing rules that depend on how your plan is drafted. It is the kind of question where one clause changes the final figure.
Lucas Ferreira is Portuguese and has lived in Zaragoza since 2023. He works remotely for a payments company headquartered in New York, employed through a Spanish company in the group. In 2026 RSUs worth 40,000 € vested and the shares appeared in his broker account without any being sold for tax. His payslip for that month shows nothing, and the withholding certificate the Spanish company will give him probably will not either. Lucas wonders whether, since there was no withholding, that income stays out of his return. It does not: withholding is a payment on account of the tax, not the tax itself. Nobody making it does not change what you owe.
Withholding and being taxed are two separate obligations
Spanish income tax (IRPF) works with two pieces. On one side, the taxpayer declares all their income every year and calculates their tax. On the other, certain people and entities that pay income must pay part of that tax in advance through withholdings or payments on account. The second piece exists to secure collection, but it does not define what income exists. If the payer does not withhold, your income remains the same and your return must include it in full.
With shares delivered as pay, what is made is not a withholding in the strict sense but a payment on account (ingreso a cuenta), because the income is in kind: the company is not paying you money from which it can deduct anything.
Should someone have made the payment on account?
It depends on how the group is organised. Article 99.2 of the Spanish Income Tax Act contains a rule designed for these situations: when an entity, resident or not, pays employment income to people who provide services to a resident entity related to it, it is the entity where the services are provided that must make the withholding or payment on account. Applied to Lucas's case: although the RSUs are granted by the New York parent, the Spanish company he works for is the one required to pay on account.
| Employment structure | Who should pay on account? | Common situation |
|---|---|---|
| Contract with a Spanish subsidiary and equity from the parent | The Spanish subsidiary | Sometimes the subsidiary does not receive the data in time and pays nothing |
| Direct contract with a foreign company registered in Spain as an employer | The foreign company | It usually does so if it runs a Spanish payroll |
| Contract with an intermediary employer of record (EOR) | Depends on the contract and on who the payer is | The EOR often knows nothing about the client's equity |
| Self-employed person invoicing the foreign company | Nobody, in most cases | The equity is also analysed as business or employment income |
Paragraph 6 of the same article adds a presumption: where there is an obligation to pay on account, the payment is presumed to have been made, and the taxpayer includes in their base the value of the pay in kind and the payment on account, unless it has been passed on to them. What specific effect that presumption has when the payer paid nothing is a technical question that depends on the facts and the documentation; it is unwise to apply it on your own without analysing it.
Leaving it out is not a safe option
Hacienda, as the Spanish tax office is commonly called, can learn of the delivery in several ways: the information from the Spanish payer itself if it includes it in its annual summary, the automatic exchanges of financial information with other countries, or the simple consistency between your assets and your income. If Lucas leaves out the 40,000 € and the Agencia Tributaria, the Spanish tax agency, detects it, the adjustment would include the tax, late-payment interest and a possible penalty. If he corrects it himself before any formal request, article 27 of the General Tax Act applies a surcharge of 1 % plus an additional point for each full month of delay, and from twelve months 15 % plus interest, with no penalty. The calculation is in the guide on the article 27 surcharge.
Even if the subsidiary should have paid on account, the taxpayer is still required to declare the full income. Asking the company to regularise its part is a separate matter, which does not suspend your obligation or the deadline for your return. We cannot assure you that Hacienda will not come to you first.
How much to set aside: a method that works
Lucas's practical question is how much money to put aside. There is no fixed percentage that suits everyone: it depends on his autonomous region, his other income and his family circumstances. What does exist is a reliable method:
- Work out your 2026 return in the Agencia Tributaria's income tax simulator with your income excluding the equity.
- Repeat the calculation adding the 40,000 € as employment income in kind.
- The difference between the two results is what the equity costs you. Subtract any payment on account shown in your certificate for that item.
- Convert the result into a number of shares to sell, if you do not have the cash.
Suppose, with made-up figures, that the simulator gives a tax of 14,600 € without the equity and 32,800 € with it:
- Cost of the equity: 32,800 − 14,600 = 18,200 €.
- Payment on account shown in the certificate for the RSUs: 0 €.
- Amount to set aside: 18,200 €.
- If the share trades at 50 USD and the rate is 0.90 € to the dollar, each share is worth 45 €: 18,200 / 45 = 404.4. Lucas would need to sell about 405 shares, plus commissions.
If he sells those shares later on, the sale will have its own capital result, with an acquisition value equal to the value at which they were taxed as employment income. We explain it at the end of how RSUs are taxed.
What to ask the company for now
Before the filing campaign, Lucas should ask the Spanish company for two things: the certificate of withholdings and payments on account, to see whether it includes the equity, and written confirmation of whether it has made, or will make, the payment on account. If the subsidiary includes it late, it may appear in the certificate with an amount that does not match the one Lucas had already calculated, and it should be reconciled before filing.
He should also keep the broker's vesting notice showing the value per share on the day and the number of shares, because it is the evidence of the income. You can send us that documentation through the equity form so that we can check whether any payment on account is missing.
If it has been going on for several years
It is common to discover the problem late: three or four years of vesting with no trace in the return. In that case the prudent course is to put the regularisation in order year by year, starting with the oldest year not yet time-barred. The guide on the order for regularising several years describes how to do it. If you also hold the shares with a US broker, check whether you have exceeded the thresholds of Modelo 720, the Spanish return declaring assets held abroad.
If you have options rather than RSUs, the event that generates the income is the exercise, not vesting; it is covered in when my stock options are taxed.
What is missing from a withholding certificate is one of the points we review on the Salama Tax page on employee equity, together with the calculation of what is worth setting aside each year.