RSUs in Spain. Neither the Spanish income tax act nor its regulations mention RSUs. What exists are rules on payment in kind and on irregular income, applied by analogy, plus a body of tax office rulings built one plan at a time. That is why the same grant is taxed differently depending on what you signed: when the units vest, what happens if you leave first, whether they settle in shares or in cash, and how much of the vesting period you spent here.
There is no Spanish statute on equity compensation
Spanish law does not regulate share-based pay as such. There is no chapter of the income tax act for stock options, none for RSUs and none for employee purchase plans. What exists are general rules — articles 14, 17.1, 27, 43.1, 42.3.f), 18.2 and 33 of the income tax act — written with something else in mind and applied here by analogy.
Facing them is an Equity Incentive Plan drafted under the law of Delaware or California, with its own taxonomy: ISO, NSO, RSU, ESPP, 409A, the 83(b) election. That taxonomy means something very precise over there and means nothing at all in Spanish income tax. An ISO does not carry here the favourable treatment it carries in the United States.
Reading in the plan that ISOs are not taxed on exercise — true there — and not declaring the spread here. What your plan says about tax refers to United States tax. It is not advice about your position, and it was not written for a Spanish resident.
The three moments
What follows describes the pattern in most of the United States plans that reach this firm. Your case may not fit, and that would not be unusual: it is enough that the option is transferable, that delivery depends on an event that has not happened, that the income is characterised as business income, or that the regime under article 93 applies to you, for the picture to change. Use it to understand the mechanism, not to calculate your own position.
| Moment | Taxable? | How |
|---|---|---|
| Grant and vesting | No | With non-transferable options, which is the usual case, there is no income until exercise |
| Exercise, or delivery in the case of RSUs | Yes | The spread — market value less what you paid — goes into the general base, at your marginal rate |
| Selling the shares | Yes | A capital gain in the savings base, taking as cost the exercise price plus the spread already taxed |
With RSUs the scheme changes in one important respect: because you pay nothing, the income is the full value of the shares delivered, not a difference.
When it stops working that way
- A transferable option. If the plan allows it to be sold or assigned, the income arises at grant, not at exercise. Uncommon, but it exists.
- RSUs with a double trigger. Service vesting is not enough: until the liquidity event occurs there is no delivery and no income. Whole years can accumulate and land in a single tax year.
- Paid as a contractor. If you invoice rather than hold an employment contract, the income is business income and the available reliefs change. The background is on working self-employed in Spain.
- The article 93 regime. The source rules and the rate are different, and the sale of shares in a foreign company may fall outside Spanish tax altogether. See the article 93 regime.
- Work performed outside Spain during the generating period: part of the income may have a foreign source, and the taxing rights are split under the treaty.
- A change of control settled in cash, with escrow or an earn-out: there are specific rules on which year the income belongs to.
Which is why the first step in any engagement is reading your contract, rather than trusting a table.
Not only options and RSUs
Share-based pay covers instruments that work very differently from each other. It is worth identifying which one is yours, because the treatment is not the same:
| Instrument | What you receive | When income arises |
|---|---|---|
| Stock options (NSO or ISO) | The right to buy shares at a set price | On exercise, if the option is non-transferable |
| RSUs | A promise to deliver shares | On delivery, at full value |
| ESPP | Shares bought at a discount through payroll | On each purchase, on the discount obtained |
| Phantom shares | A contractual right linked to the share price; there are no shares | On payment, as cash income |
| SARs | The right to be paid the appreciation, without buying anything | On exercise |
| Warrants | The right to subscribe for new shares | Depends on whether you receive them as pay or subscribe by paying their value |
Two consequences follow. The income is cash income, not a benefit in kind, and the exemption for delivering shares to employees under article 42.3.f) cannot apply, because no share is delivered. Anyone holding phantom shares and expecting the treatment given to shares is in for a surprise.
With warrants the prior question is different: if they are given to you as remuneration, there is employment income; if you subscribe for them paying what they are worth, what you have is an investment and what you make later is a capital gain. The line runs through the price paid and the reason for the grant.
Every clause can change the answer
- Transferability: if the option cannot be sold or assigned, no income until exercise. If it could be, it is taxed at grant.
- The vesting schedule: it sets the generating period, on which the 30 % reduction for irregular income depends.
- Change of control: acceleration, substitution and cash settlement are three different taxable events.
- Restrictions on sale (rights of first refusal, lock-up): they affect valuation, and that discount has to be capable of being sustained.
- Leaver provisions: the window to exercise after leaving may force you to exercise in a year that is bad for tax reasons and good for nothing else.
Your case, in two minutes
Your share plan: your map of obligations
The form for this service asks only what matters here. At the end you have your map of obligations, the deadlines running against you and a fixed price.
What costs the most money
If you exercise and pay tax on the spread in the general base, and the shares then fall or are sold for less, that loss goes into the savings base and cannot be set against the employment income already taxed. You end up paying a high rate of tax on a profit that never materialised.
There is a second risk, less visible. If the United States company has no payer obliged to withhold in Spain, there is no payment on account to credit. The whole Spanish tax is yours to fund, and it has to be provided for from the day of exercise, not from the day the return is due.
And a third, which is a reporting one: exercised shares held abroad can take you over the threshold for form 720 in the following year, and the sale proceeds sitting in a foreign brokerage account can do it on their own.
What your share plan costs
| Work | Price |
|---|---|
| First reading of the plan and initial view | free |
| Full written opinion: characterisation, scenarios with figures and an annex of doctrine | from 1,095 € |
| Each additional plan for the same client | from 405 € |
| Cases across two tax systems, or under the article 93 regime | Fixed quote |
| Support through the exercise and the tax return | Fixed quote |
Taxes included. Send us the plan and the grant agreement and we will tell you whether the case has anything in it.
Questions we are asked about your share plan
Am I taxed on options I have merely been granted? No, if they are non-transferable, which is normal. However much the company rises in value, nothing has happened for tax purposes until you exercise.
My shares are in a company that is not listed. Then the critical point is market value. The 409A report is the best evidence available, but it does not bind the Spanish administration: keep it alongside the cap table and any funding round close to the exercise date.
Can I claim the 12,000 € exemption for shares delivered to employees? Only if you are an employee, the offer is made within the general remuneration policy and you hold the shares for three years. Plans reserved to selected individuals rarely meet the general-offer condition.
I am under the article 93 regime. Does anything change? A great deal. Employment income is treated as obtained in Spain and taxed at 24 % up to 600,000 €, and the sale of shares in a foreign company is not taxed here. The date of exercise becomes a first-order decision.
Do my options go on form 720? Unexercised options do not: they are not securities for those purposes. The shares, once acquired, are reportable if the thresholds are passed.