RSUs in Spain. Spanish law has no figure called an RSU. Your tax comes from three places at once: what the plan says, where you were resident while it vested, and what you did with the shares afterwards. Change one of the three and the answer changes, sometimes by a lot of money.
Emma Walsh is Irish. She arrived in Madrid in February 2024 as head of product at the subsidiary of an Austin software company and opted for the special regime in article 93 of the Spanish Income Tax Act, the so-called Beckham regime. In 2026 she will earn a salary of 220,000 €, exercise options with a spread of 150,000 € and sell shares in the parent company that she received in 2024 at a gain of 40,000 €. She is clear that the regime lets her pay tax at a flat rate, but she does not know which part of her equity falls under that rate and which part is not taxed in Spain. The answer separates two types of income very clearly.
The regime turns the return into something else
Anyone who opts for article 93 is still an income tax (IRPF) taxpayer, but their liability is calculated under the rules of the non-resident income tax (IRNR), with some special features. Three of them are decisive for equity:
- all employment income obtained while the regime applies is treated as obtained in Spanish territory, wherever the payer or the market may be;
- income is taxed cumulatively over the calendar year, with no offsetting between items;
- other income is only taxed if it is obtained in Spain under the rules of the non-resident tax.
The annual return is filed on Modelo 151. The guide on stock options and RSUs under article 93 sets out the framework. Here we apply the rules to Emma's figures.
Spread and RSUs: employment income at the regime's rate
Article 93.2 sets a two-band scale for employment income: 24 % up to 600,000 € and 47 % on the excess. The option spread is employment income in kind, just as under the general regime, so it is added to the salary and taxed on that scale. The same happens with vested RSUs and with the discount under a share purchase plan that is not exempt.
Emma's figures for 2026:
- Salary: 220,000 €.
- Spread on the options exercised: 150,000 €.
- Total employment income: 370,000 €.
- Does it exceed 600,000 €? No.
- Tax: 370,000 × 24 % = 88,800 €.
If the spread had been 480,000 € instead of 150,000 €, total employment income would be 700,000 €:
- First 600,000 € at 24 %: 144,000 €.
- Excess of 100,000 € at 47 %: 47,000 €.
- Tax on employment income: 191,000 €.
Under the regime there is no 30 % reduction and no deductible employment expenses as in general income tax. The amount is included as it stands.
Options granted before arriving
A frequent doubt is what happens to options granted when Emma lived and worked in Dublin. The law says that all employment income obtained while the regime applies is treated as obtained in Spain. If the exercise takes place while the regime is in force, the whole spread goes into the Modelo 151 base, even though much of it was generated by work done abroad. How Ireland treats the part generated there is something Emma's adviser in that country must confirm; we coordinate with them if necessary.
The sale of parent company shares: normally outside
The 40,000 € gain is treated differently. It is not employment income but a capital gain, and for gains there is no rule treating them as obtained in Spain. The rules of the non-resident tax have to be applied. Its article 13.1.i) treats as obtained in Spain gains on securities issued by persons or entities resident in Spanish territory, those on other movable property located in Spain and those from Spanish real estate, including those from entities whose assets consist mainly of real estate in Spain.
Emma's parent company is a US corporation with no significant real estate in Spain. Its sale is not treated as obtained in Spanish territory and is therefore not taxed on Modelo 151.
| Emma's income in 2026 | Nature | Taxed on the 151? |
|---|---|---|
| Salary | Employment | Yes, on the regime's scale |
| Option spread | Employment in kind | Yes, on the regime's scale |
| Vested RSUs | Employment in kind | Yes, on the regime's scale |
| Sale of shares in the US parent | Capital gain | No, unless the issuer is resident in Spain or it is a Spanish real estate entity |
| Dividends from the parent | Investment income | Only if treated as obtained in Spain |
The whole advantage of the regime on this point depends on the sale being a capital gain and not deferred employment income. If the plan makes the sale price conditional on your staying with the company, or if the shares reach you with restrictions that are lifted on sale, part of what you receive may be classified as employment income. We cannot guarantee the classification without reading the specific document.
Payments on account during the regime
The Spanish subsidiary must make payments on account on the spread and the RSUs at the regime's rates: 24 % and, when pay from the same payer exceeds 600,000 € in the year, 47 % on the excess. If the subsidiary does not know about the exercise or reports it late, the payment on account is not made and Emma will have to pay the difference when filing the 151. The situation resembles the one described in nothing has been withheld.
You can send us the grant schedule, your Social Security registration dates and the decision granting the regime through the equity form so that each exercise is placed inside or outside the regime period.
When the regime ends
The regime applies in the year of the change of residence and the five following years. For Emma, who arrived in 2024, the last year is 2029. Options she exercises from 2030 will be taxed under general income tax, with its progressive scale, and the sale of foreign shares will be taxed in the savings base. Scheduling the outstanding exercises before that date is a significant decision, which we address in the guide on leaving the article 93 regime. No timetable removes the risk that the value of the shares changes while you wait.
Two things the regime leaves untouched
First: anyone under article 93 is not required to file Modelo 720, the Spanish return declaring assets held abroad, although their spouse or relatives who did not opt for the regime may be; we explain it in options and Modelo 720. Second: for the Spanish wealth tax, a taxpayer under the regime is taxed on a territorial basis, that is, only on assets located in Spain. Shares in an Austin company held with a US broker are not, in principle, assets located in Spain.
The rules of article 93 applied to options, RSUs and purchase plans are also explained on the Salama Tax page on equity, together with the documentation worth gathering before each Modelo 151.