RSUs in Spain. No Spanish rule defines RSUs. What applies are the general rules on employment income, and the answer turns on details that do not fit on a page: the vesting calendar, the leaver clauses, which country you were in each year, and whether there was a same-day sale.
Tomasz Kowalski is Polish, has lived in Granada since 2018 and is head of product at a Spanish limited company (sociedad limitada, or SL) founded in 2017 that develops agricultural software. In 2022 the company granted him options over 2,000 shares (participaciones, the units of an SL) at an exercise price of 10 € each. In 2026 he exercises them. The company is not listed, has never paid dividends and in 2024 closed a capital increase in which a fund subscribed for shares at 60 € each. Its latest balance sheet shows net equity of 8 € per share. Last year the company commissioned an independent valuation that put the value at 35 €. Tomasz has three numbers on the table and needs one for his tax return.
Normal market value when there is no market
Exercising options generates employment income in kind equal to the difference between the value of what is received and what is paid. Article 43.1 of the Spanish Income Tax Act requires that income to be valued at its "normal market value". For a listed company, the answer is the share price. For an SL with legal restrictions on the transfer of its shares, that value is an estimate that has to be justified.
Tomasz's company can no longer use the special valuation rule for emerging companies, because it is more than five years old and is not registered as one. That rule, which takes the price of the last capital increase subscribed by an independent third party, is explained in equity in a Spanish start-up. The general rule governs Tomasz's case.
Three reference points and what each one says
| Reference | Value per share | What it represents | Weaknesses |
|---|---|---|---|
| 2024 capital increase | 60 € | What an independent investor paid two years ago | It may include preferential rights and the value may have changed |
| 2025 independent valuation | 35 € | Professional analysis with discounts for illiquidity and share class | It is a report commissioned by the company itself |
| Book net equity | 8 € | What the books say | In a tech company it almost never reflects its value |
Net equity is not usually any use for valuing a start-up, whose value lies in its technology and growth, not in its balance sheet. The price of a round is a real market data point, but from another date and sometimes for another class of share. The independent valuation is the most elaborate, although its strength depends on its methodology and on how close it is to the exercise date. In what value to use if my company is not listed we analyse how much weight a report of this kind carries against a funding round.
There is also a question of date. The value that matters is the one on the day of exercise, in 2026. If, between the 2025 valuation and the exercise, the company has signed a large contract, started negotiating a new round or received a takeover offer, the report is out of date. In that case it is worth asking for an update before exercising, not after Hacienda, as the Spanish tax office is commonly called, starts asking questions.
The calculation with the 30 % reduction
Tomasz's options were granted in 2022 and exercised in 2026: the generation period exceeds two years. If he has not applied the reduction in article 18.2 to other multi-year income in the five previous periods, and since the amount is below 300,000 €, the reduction may apply. Let us look at the two most reasonable valuations:
With the independent valuation of 35 €:
- Value received: 2,000 × 35 = 70,000 €.
- Price paid: 2,000 × 10 = 20,000 €.
- Gross income: 50,000 €.
- 30 % reduction: 15,000 €.
- Income included: 35,000 €.
With the round price of 60 €:
- Value received: 2,000 × 60 = 120,000 €.
- Price paid: 20,000 €.
- Gross income: 100,000 €.
- 30 % reduction: 30,000 €.
- Income included: 70,000 €.
The difference in the base is 35,000 €. If Tomasz files at 35 € and Hacienda later maintains that the correct value was 60 €, the adjustment would include the tax on that difference, late-payment interest and, if it finds a lack of diligence, a penalty. The requirements for the reduction, with the five-year rule, are in the 30 % reduction.
The 30 % reduction applies to the income resulting from the valuation. If the value is wrong, the base is wrong, with or without the reduction. And if Hacienda adjusts the value, it may also recalculate the reduction. We do not guarantee that any valuation will withstand a tax audit.
The same number comes back on sale
The value Tomasz declares as market value on exercise will form part of the acquisition value of his shares: the price paid plus the gross employment income. If he sells one day, he will calculate his capital gain with that cost. In addition, on the sale of unlisted securities, article 37.1.b) of the Act provides that, unless it is shown that the agreed price is the one independent parties would have agreed, the transfer value may not be lower than the higher of two figures: the net equity attributable to the shares according to the last balance sheet closed, or the result of capitalising at 20 % the average profit of the last three financial years. In a loss-making start-up that rule rarely constrains the sale, but it is worth checking.
If the sale takes place when a third party buys the company, what he receives for his shares, and the service conditions required of him, are analysed in the company is bought and my shares are paid for.
The exemption for deliveries of shares
Article 42.3.f) of the Spanish Income Tax Act exempts up to 12,000 € a year of shares delivered to employees below market price, if the offer is made on the same terms to everyone and the regulatory requirements are met, including keeping the shares for three years. An option plan reserved for a few executives, like Tomasz's, does not normally meet the equal-terms condition. If it were a plan open to the whole workforce, it could be looked at.
Shares that arrive by public deed
In an SL, the transfer or creation of shares requires formalities that do not exist for a share in a US company held with a broker. The date on which Tomasz actually acquires his shares, and therefore the date that fixes the value, may depend on when the transaction is formalised. If weeks pass between the exercise request and the deed, it is worth making clear which date is taken.
The documents to have before exercising
A valuation cannot be improvised afterwards. Before exercising, Tomasz should gather:
- the independent valuation report and its date;
- the deed of the 2024 capital increase, with the rights attached to the shares subscribed;
- information on later transfers of shares between members or buy-backs;
- the option plan and his dated grant letter;
- the articles of association, to prove the transfer restrictions.
You can send them to us through the equity form so that we can review which value holds up best and whether the reduction is available.
Valuing shares that have no market is one of the questions we explain on the Salama Tax page on stock options and equity, with the documentation that allows it to be justified to the tax office.