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.
Aisha Rahman is British and lived in Madrid from 2022 to 2025, working for the Spanish subsidiary of a Seattle e-commerce company. In January 2024 she was granted RSUs vesting annually over four years. On 1 September 2025 she moved to Amsterdam, within the same group. In January 2026 a tranche worth 50,000 € vested, when she was already living and working in the Netherlands. Her new employer has told her those shares are taxed there. A former colleague in Madrid warns her that Spain may also ask her for something. Both are partly right, and the question is which part.
The income arises later, but it was earned earlier
An RSU rewards the work carried out during the vesting period. Aisha's tranche delivered in January 2026 was earned from the grant, in January 2024, until vesting. For much of that time she worked in Madrid. The fact that the delivery happens when she is no longer resident does not change where the work that generates it was performed.
From the Spanish side, article 13.1.c) of the consolidated text of the Non-Resident Income Tax Act treats as obtained in Spain employment income deriving, directly or indirectly, from a personal activity carried out in Spanish territory. The part of the tranche that rewards the days worked in Madrid is income obtained in Spain, even though Aisha receives it as a non-resident.
What the treaty says
Double taxation treaties usually follow the same pattern for dependent work: the country of residence taxes the income, unless the work is performed in the other country, which may then tax the corresponding part. In Aisha's case, in January 2026 she is resident in the Netherlands, but part of the work rewarded was performed in Spain. Spain keeps the right to tax that part. How the Dutch part is taxed and how the double taxation is corrected there is for Aisha's adviser in the Netherlands to confirm; we coordinate with them.
The usual allocation criterion, set out in the Commentaries on the OECD Model Tax Convention for options and similar instruments, looks to the days of work in each country during the period in which the right is earned. Each treaty and each plan may qualify it.
The split, step by step
Suppose that between the January 2024 grant and the January 2026 vesting Aisha worked 460 working days, of which she worked 360 in Spain and 100 in the Netherlands. The figures are for the example:
- Value of the vested tranche: 50,000 €.
- Proportion of days worked in Spain: 360 / 460 = 78.26 %.
- Part obtained in Spain: 50,000 × 360 / 460 = 39,130.43 €.
- Part obtained in the Netherlands: 10,869.57 €.
- Non-resident income tax rate for residents of another European Union State: 19 %.
- Tax in Spain: 39,130.43 × 19 % = 7,434.78 €.
Had Aisha moved to a country outside the European Union and the European Economic Area, the general rate would be 24 %.
| Period | Place of work | Days | Share of the tranche |
|---|---|---|---|
| January 2024 to August 2025 | Madrid | 360 | 39,130.43 € |
| September 2025 to January 2026 | Amsterdam | 100 | 10,869.57 € |
The tranches vesting in 2027 and 2028 will have fewer and fewer Spanish days in their generation period, but they will not drop to zero. If the January 2027 tranche is also worth 50,000 € and its generation period, from the January 2024 grant, adds up to 690 working days, of which the same 360 remain Spanish:
- Spanish proportion: 360 / 690 = 52.17 %.
- Part obtained in Spain: 50,000 × 360 / 690 = 26,086.96 €.
- Tax in Spain at 19 %: 4,956.52 €.
The 2028 tranche will still keep a smaller part. Each vesting requires its own calculation and its own self-assessment in Spain, even if Aisha never sets foot in the country again.
The role of the residence certificate
For Spain to apply the treaty and treat Aisha as non-resident, she must prove her tax residence in the Netherlands with a certificate issued by the Dutch tax administration. Aisha requests that certificate herself from that administration; it is not issued by the Agencia Tributaria, the Spanish tax agency. Without it, Spain may question her residence or refuse to apply the 19 % rate reserved for European Union residents. The guide on the tax residence certificate explains what each one is for.
Aisha spent more than 183 days of 2025 in Spain, so under Spanish law she was resident for the whole of that year, even though she left in September. If the Netherlands also regards her as resident from September, the conflict has to be resolved under the treaty's rules, which we cover in the guide on dual residence conflicts. We cannot guarantee how the two administrations will resolve it.
Who files, and how
If the Spanish subsidiary pays or handles the delivery, it should withhold non-resident income tax on the Spanish part. In many cases it does not, because Aisha is no longer on its payroll and the delivery is made by the parent. It is then Aisha who must self-assess the Spanish part as a non-resident, on Modelo 210, the Spanish non-resident income tax return, within the deadlines set by its rules. She will need an NIE, the Spanish tax identification number for foreigners, and, if she is not in Spain, she can act through a representative.
The value that is split is the value on the day of delivery, converted into euros at that date's rate, the same value that will later serve as the cost of the shares. If the broker sold some of the shares to pay tax in the Netherlands, that does not reduce the Spanish income: the shares sold to cover tax are still part of the vested tranche.
Keep the work calendar for the vesting period: payslips, relocation contracts, travel records. Without it, the split by days is an estimate that either country can dispute. You can send us the grant letter, the tranche schedule and your relocation date through the equity form so that we can calculate the Spanish part of each tranche.
If the plan says nothing about the generation period
The split by days needs a reference period. The usual approach is to take the period from grant to the vesting of each tranche, but some plans state expressly which services each grant rewards, for example the year before the delivery date. If the plan does so, that information carries weight in the split. It is worth having the full plan document and not just the portal summary.
Other pieces of a departure
Options follow the same logic as RSUs, with the split applied to the spread on exercise: we cover this in I am leaving the company. If Aisha had been under the article 93 regime, her departure would have other consequences, explained in the Beckham regime and shares. And if before leaving she held a large portfolio of her own shares, the guide on the exit tax on changing residence is worth reviewing.
Leaving Spain with equity still pending is explained on the Salama Tax page on stock options and RSUs, together with coordination with the client's adviser in their new country.