Landenonderzoek
belastingheffing
aandelenopties
Ministerie van Economische
Zaken en Klimaat
Maart 2021

Inhoudsopgave

Titel

Page

Inleiding

03

Landenoverzicht

05

Observaties en gestileerd rekenvoorbeeld

11

Bijlagen:
Landenoverzichten

2

Landenonderzoek belastingheffing aandelenopties

15

Inleiding

In dit rapport wordt een weergave gegeven van een vergelijkend
landenonderzoek inzake de belastingheffing van aandelenopties
die werknemers ontvangen van hun werkgever. Het gaat om de
volgende 10 landen:
België

Israël

Denemarken

Portugal

Duitsland

Verenigde Koninkrijk

Estland

Verenigde Staten

Frankrijk

Zweden

Het onderzoek geeft inzicht in de specifieke behandeling vanuit
diverse belastingperspectieven ten aanzien van aandelenopties voor
werknemers. Andere vormen van aandelengerelateerde beloningen zijn
geen onderdeel van onze opdracht. De focus van dit onderzoek ziet met
name op de gevolgen van loonbelasting-, inkomstenbelasting-,
vermogensbelasting- en sociale zekerheidsgevolgen voor de werknemer
en werkgever in de betreffende landen.

Het rapport is een weergave van een feitelijk onderzoek en bevat geen
oordeel of opinie van Ernst & Young Belastingadviseurs LLP.

3

Landenonderzoek belastingheffing aandelenopties

Aanpak van het landenonderzoek
In samenwerking met het Ministerie van Economische Zaken en
Klimaat is een vragenlijst opgesteld. Deze vragenlijst bevat onder andere
vragen met betrekking tot de belastbaarheid voor de inkomstenbelasting, loonbelasting, vermogensbelasting en sociale zekerheid.
Daarnaast is uitvraag gedaan naar de specifieke voorwaarden van
een mogelijke fiscale faciliteit voor aandelenopties
(“favourable regimes”) die in de onderzochte landen aanwezig is.
Tot slot is een gestileerd rekenvoorbeeld opgesteld om enig inzicht te
krijgen in het uiteindelijke netto voordeel voor een werknemer. Hierbij is
het netto voordeel voor een werknemer bij reguliere belastingbehandeling uitgevraagd en daarnaast ook het netto voordeel voor een
werknemer indien een fiscale faciliteit van toepassing is op de
belastingbehandeling van aandelenopties.
De resultaten uit het rapport zijn gebaseerd op de verkregen antwoorden
van de specialisten van EY in een desbetreffend land.
Voor de beantwoording van de vragen is een aantal standaard
voorwaarden opgesteld die in de praktijk in een aandelenoptieplan vaak
zijn opgenomen. Dit staat als opsomming genoemd boven de opgestelde
vragenlijst. Indien noodzakelijk, wegens lokale wetgeving, hebben EY
specialisten aanvullende voorwaarden die van toepassing zijn in hun land
vermeld bij de antwoorden.

Dit rapport bevat een overzicht in het Nederlands van de relevante
vragen en antwoorden uit de 10 onderzochte landen en wordt
overzichtelijk de feitelijke fiscale behandeling van aandelenopties in
de desbetreffende landen weergegeven. Daarna worden op de diverse
uitgevraagde elementen uit de vragenlijst observaties gedeeld.
Daarnaast worden de resultaten van het gestileerde rekenvoorbeeld
besproken.
Tot slot zijn alle gedetailleerde antwoorden die zijn ontvangen (in het
Engels) vanuit de betreffende landen als bijlagen aan dit rapport
toegevoegd.

4

Landenonderzoek belastingheffing aandelenopties

Landenoverzicht

Het landenoverzicht geeft een samengevat overzicht van de antwoorden op
de gestelde vragen over de behandeling van aandelenopties in de
onderzochte landen.

Begrippenlijst
Aandelenoptie (“stock option”): het recht van een werknemer om op een
toekomstig tijdstip tegen een vooraf bepaalde prijs aandelen te verwerven in
de werkgever.
Toekenning (“grant”): het moment waarop de werknemer opties op aandelen
in de werkgever verkrijgt.
Onvoorwaardelijk worden (“vesting”): het moment dat aan alle voorwaarden
van de optietoekenning is voldaan en zeker wordt dat de werknemer op enig
moment kan uitoefenen.
Uitoefenen (“excercise”): het moment waarop de werknemer aangeeft dat hij
de aandelen wil kopen tegen uitoefenprijs conform de optietoekenning.
Verkopen aandelen (“sale of shares”): de verkoop door de werknemer van de
aandelen die met de optie zijn verkregen.
Reële marktwaarde (“fair market value / FMV”): afhankelijk van de context:
de prijs die een onafhankelijke derde zou betalen voor de aandelen op
moment van toekenning of uitoefening van de optie, dan wel op het moment
van verkoop van de met de optie verkregen aandelen.
Uitoefenprijs (“excercise price”): de prijs waartegen de onderliggende
aandelen op grond van de regeling gekocht kunnen worden.
Restricted Stock Units: aandelen die de werknemer in zijn werkgever krijgt of
kan kopen en verkopen als aan bepaalde voorwaarden, meestal het nog in
dienst zijn op enig moment, wordt voldaan.
Employee Stock Purchase Plan (ESPP): bedrijfsplan op basis waarvan
deelnemende werknemers aandelen in de werkgever kunnen kopen tegen een
gereduceerde prijs
5

Landenonderzoek belastingheffing aandelenopties

Vragenlijst zoals deze is uitgezet bij EY specialisten in de 10 onderzochte landen
Summary of Stock Option Plan
1 The participation in the SOP is voluntary. On the Award Date, the Participant is granted an option to purchase certain number of ordinary shares of the Company (the Option Shares).
2

The Option may be exercised after any portion of the Option Shares that have become vested except that this Option may not be exercised for a fraction of a share. A vested Option, if not exercised prior to the exercise period
provided, shall terminated and no longer be exercisable.

3 The vesting period is three year vesing with annual vesting of 1/3 per year.
4 Settlement in shares
Taxes: A requirement of the plan is that the Company or relevant group companies should have the right to deduct or withhold, or ask the participants to remit to the Company, the amount adequate to pay all the tax amounts
5 as regulated by the tax laws in each local jurisdiction. The Administrator could determine in its sole discretion, in order to meet the above requirement, to allow the participants choosing let the Company to withhold the shares
under the award for settlement of taxes.
6 The equity costs have been borne/cross-charged to the local entity in your country.

Tax treatment

Country name:

1 When does the taxable event arise:
i) date of grant
ii) upon vesting
iii) upon exercise of stock options
iv) upon sale
What is the nature of income at grant / vest / exercise / settlement (e.g. employment income, capital gains, personal
2 income)?
How is the taxable amount calculated (i.e. formula)? Please provide a workable methodology and definitions of the
3 calculation of taxable amount and the valuation terminology if any. Please use detailed examples to explain the abovementioned formula and calculation methodology.
Please indicate if there are any specific fair market value (FMV) requirements for the purpose of calculating the taxable
4 income (e.g. closing share price of the day, average share price of the day, average calculated over a period, please
specify the specific date or the specific period), especially taking into account that the company is an unlisted company.
5 Are there any tax deduction items available when calculating the taxable income?
6 What will be the tax rates applicable on this income?
a.
Please provide an overview of income tax rates (and income level per bracket)
Are there any preferential/approved tax treatment for stock options income, including deduction, exemption or
7 deferment, different tax treatment e.g. capital gains taxation instead of employment income? Please provide more
details in this respect.
a. If applicable, please describe the conditions which need to be met?
b. Are there any other preferential/approved regimes for other type of share based incentives, e.g. RSUs, SARs etc? If
so, for which types?
8

Is there a tax impact on sale? If yes: How is the taxable income calculated and reported? We also refer to the
example(s).
a. What will happen in case of a capital loss?

Social security and other taxes
Is there any social tax (social security) or other tax (state/regional/local, wealth or municipal taxes) payable with respect
9
to those events?
i) If so, when is the tax charge due and how is it calculated?
ii)

Do both the employer and the employee have a (social) tax obligation, or only one party concerned?

iii) Please provide an overview of the applicable employee and employer contributions/rates.
iv) Is there a cap or wage ceiling on the social security contributions? Who is subject to an annual cap, employer,
employee or both? Please provide the caps.
Employer's tax reporting obligations
Please explain the statutory filing requirements including the due date. (E.g. Due date of tax reporting, Monthly filing
10 requirement, Annual filing requirement) at any of the 4 events highlighted in question 1 above.
Employee's tax reporting obligations
Please explain the statutory filing requirements including the due date. (e.g. Due date of tax reporting, Monthly filing
11 requirement, Annual filing requirement) at any of the 4 events highlighted in question 1 above.
12 Please state the name of the tax forms to report share gains/cash payout.

Corporate tax deduction
Is a corporate income tax deduction available in relation with the employee stock option plan? If yes, please provide
13 explanation.
Example calculations
14 We refer to the next tabs for the examples
a. Please provide the overall net amount for the calculation for the regular tax treatment
b. Please provide the overall net amount for the calculation for the favorable tax treatment (if applicable).

6

Landenonderzoek belastingheffing aandelenopties

1 Belastbaar moment

België

Denemarken

Duitsland

Estland

Frankrijk

Israel

Portugal

Toekenning of uitoefening

Uitoefening en verkoop

Uitoefening en verkoop

Werkgever: uitoefening en
verkoop

Uitoefening bij een nietgekwalificeerde
aandelenoptieregeling en
verkoop bij een
gekwalificeerde
aandelenoptieregeling.

Verkoop ingeval van nietverhandelbare opties die zijn
toegekend onder de
"unapproved tax track" .
Verkoop voor aandelen en
opties die vallen onder de
"approved tax track".

Uitoefening en verkoop

Werknemer: verkoop

2 Belastbaar als

3 Belast voordeel
berekening

Loon

Loon en vermogenswinst

Toekenning: 18% van de
Uitoefening: het verschil
FMV op het moment van
tussen de FMV en de
toekenning vermeerderd
uitoefenprijs;
met 1% per jaar bij een
looptijd van meer dan 5 jaar;

Uitoefening: het verschil
tussen de FMV en de
uitoefenprijs.

Verkoop: het verschil
tussen de verkoopprijs en
de FMV op het moment
van uitoefenen van de
opties.

Loon en vermogenswinst Werkgever: loon in natura
van de werknemer

Werknemer:
vermogenswinst
Uitoefening: het verschil Werkgever:
tussen de FMV en de
Uitoefening: het verschil
uitoefenprijs;
tussen de FMV en de
uitoefenprijs;

Verkoop: de verkoopprijs Werknemer: de verkoopprijs
verminderd met het
van de aandelen verminderd
reeds belaste loon en
met de kosten die zien op de
additionele
verwerving en overdracht
verkoopkosten.
van de aandelen.

Verenigd
Koninrijk
Uitoefening en verkoop

Verenigde
Staten

Zweden

Verkoop ingeval van
Uitoefening en verkoop
incentive-aandelenopties
(ISO's). Uitoefening en
verkoop bij nietgekwalificeerde
aandelenopties (NSO's).

Specifieke regelingen voor
verhandelbare opties
(toekenning) en ingeval van
meerderheidsaandeelhouder,
dienstverlener of adviseur
(uitoefening). Dit wordt niet
nader behandeld in dit
overzicht.

Loon en vermogenswinst

Loon en vermogenswinst

De FMV van de aandelen op Het verschil tussen de FMV en
het moment van uitoefening de uitoefenprijs of "benefit
verminderd met de
component" (zie onder);
uitoefenprijs van de
aandelen.

Loon en vermogenswinst Loon en vermogenswinst

Loon (NSO) en/of
vermogenswinst (ISO
&NSO).

Uitoefening: de FMV van
de aandelen op het
moment van uitoefening
verminderd met de
uitoefenprijs en
eventuele
aankoopkosten van de
aandelenopties.

Uitoefening: NSO
De FMV van de aandelen
FMV op het moment van op het moment van
uitoefening van de
uitoefening verminderd
aandelen te verminderen met de uitoefenprijs van
met de uitoefenprijs.
de aandelen.

Verkoop: het verschil
tussen de verkoopprijs en
de FMV op het moment
van uitoefenen van de
opties.

De FMV van de aandelen
op het moment van
uitoefening verminderd
met de uitoefenprijs van
de aandelen.

Loon en vermogenswinst

Verkoop:
Verkoop: het verschil
ISO's - FMV op de
tussen de verkoopprijs en
verkoopdatum te
de FMV op het moment
verminderen met de
van uitoefenen van de
uitoefenprijs.
opties.
NSO - het verschil tussen
de verkoopprijs en de
FMV op het moment van
uitoefenen van de opties.

België

Denemarken

Estland

FMV is de slotkoers van
Beursgenoteerd De
de aandelen voorafgaand

Slotkoers van de aandelen. Laagste koers van de
aandelen.

Openingskoers van de
aandelen op de dag van
uitoefening.

aan de dag waarop de
aandelen worden
aangeboden óf de
gemiddelde slotkoers
gedurende de 30 dagen
voorfgaand aan de
aanbieding. Het staat de
werknemer vrij om te kiezen
voor de meest voordelige
optie.

b

De werkelijke waarde dient Waarderingsmethoden om In beginsel de waarde die
Nietvastgesteld worden door
de onderliggende waarde een onafhankelijke derde
van de aandelen vast te
heeft betaald in de
beursgenoteerd een accountant.
stellen (e.g. Discounted
Cash Flow model).

5 Aftrek mogelijk van
belast voordeel

Frankrijk

Verschillende opvatting Geen specifieke regels. In de
tussen relevante
praktijk wordt daarom
waarderingsdatum tussen uitgegaan van de laagste
Duitse Ministerie van
koers van de aandelen op
Financiën en Fiscale
het belastbaar moment.
rechtbank.

4 Waardebepaling
aandeel

a

Duitsland

Sociale zekerheidspremies
van de werknemer kunnen
in aftrek worden genomen
op het bruto inkomen
(alleen bij aandelenopties
die belast zijn op
uitoefening).

Op basis van de multicriteriamethode waarbij er rekening
moet worden gehouden met
verschillende criteria.

afgelopen 12 maanden.
Indien dit niet aanwezig
is moet de waarde
bepaald worden o.b.v.
complexe Duitse
waarderings-principes.

Normale transactiekosten Ja, er bestaat een "1/5
bij verkoop.
regel".

Werknemer: de kosten die
zien op de verwerving en
overdracht van de aandelen
zijn aftrekbaar.

Israel

Portugal

Geen specifieke regels.

Geen specifieke regels.
Algemene regels zijn in
principe van toepassing
in een bepaalde
rangorde.

Het verschil tussen de
Slotkoers van de
gemiddelde waarde van de
aandelen op de dag van
aandelen, op de 30
uitoefening.
handelsdagen voorafgaand
aan de toekenningsdatum of
op de 30 handelsdagen
volgend op de datum van
registratie voor de handel, en
de uitoefenprijs ("Benefit
Component"). Indien de
"holding"periode is
verstreken, dan het verschil
tussen de FMV op het
belastbaar moment en de
"Benefit Component".

De waarde die een
onafhankelijke derde
heeft bepaald.

Het belastbare inkomen kan Ja, in principe bestaat er een Eventuele
worden verminderd met de aftrek met betrekking tot het aankoopkosten van de
aftrekbare sociale
voordeel dat belastbaar is als aandelenopties.
zekerheidspremies op het
loon. Ingeval van
belastbare moment.
vermogenswinst bestaat er
Daarnaast bestaat er in het alleen een aftrek met
jaar van het belastbare
betrekking tot de "Benefit
moment een aftrek van 10% Component", ervan uitgaande
op het netto voordeel (max. dat de aanhoudperiode niet
EUR 12.652 in 2020) in de
wordt geschonden.
aangifte inkomstenbelasting.

Verenigd
Koninrijk

Verenigde
Staten

Geen specifieke regels.

Zweden
Geen specifieke regels
van toepassing. In de
praktijk wordt de waarde
bepaald op basis van de
gemiddelde koers van de
aandelen op het moment
van uitoefening.

Werkelijke koers van de
aandelen op de
transactiedatum of tegen
de koers van de
voorgaande dag.

Waardering door
Specifieke regels waarbij
onafhankelijke derde partij rekening gehouden moet
is niet noodzakelijk maar er worden met
moet een "best estimate" verschillende factoren
bepaald worden op het
het bepalen van de FMV.
moment
Er gelden ook drie "safeinkomstenbelasting (of
harbour" methodes.
sociale zekerheidspremies)
verschuldigd is.

Eventuele aankoopkosten Nee
van de aandelenopties.

Nee

België
6 Belasting tarief
a
Maximaal tarief

b

Vanaf welk
inkomen van
toepassing

Denemarken

Duitsland

Estland

Progressief tarief tot 50%
Uitoefening: progressief tot Uitoefening: Progressief Werkgever: "fringe benefit"
(ex. gemeentelijke belasting 56%;
tarief tot 45% mogelijk
heffing van 20%
die varieert tussen de 0% en
aanvullende "solidarity"
9%).
en "church" heffing;
Verkoop: tarief van 42%
Verkoop: 25% en mogelijk Werknemer: tarief van 20%
"solidarity" heffing.
EUR 41.360

Uitoefening: geen vooraf EUR 274.613
vastgestelde
inkomensgrens van
toepassing (afhankelijk van
persoonlijke situatie).

Frankrijk

Israel

Progressief tarief tot 45%
Progressief tarief tot 50% en
mogelijk aanvullende heffing een aanvullende heffing van
van 3% of 4% verschuldigd. 3%.

Portugal

Verenigd
Koninrijk

Progressief tarief tot 48% Verenigd Koninrijk:
(ex. solidariteitstoeslag progressief tarief tot 45%
van 2,5% of 5%).
Schotland: progressief
tarief tot 46%

Geen inkomensgrenzen van EUR 158.123
toepassing

53.971 NIS per month

EUR 80.882

Ja, bij de heffing op
Uitstel heffing naar
toekenning kan een korting verkoop/lager tarief
van 50% toegepast worden.

Vrijgesteld van
inkomstenbelasting en
sociale
zekerheidspremies tot
een bedrag van EUR 360
per kalenderjaar indien
aandelen worden
verkregen.

Ja
Ja
Nee
Specifieke
voorwaarden?
betrekking tot ESPP's
Bovenstaande is mogelijk Nee
b
Fiscale faciliteit Met
bestaat er een mogelijkheid voor de meeste types.
op een korting.
voor andere
type
aandelengerelat
eerde
Nee
Ja
Ja
beloningenop
8 Belastingheffing
Ja

NSO: progressief tarief tot Progressief tarief tot 57%
37%

Verkoop: maximaal 20%

Vermogenswinst: vanaf $ Vermogenwinst: 30%
445.850 ($ 501.600 voor voor beursgenoteerde
partners die getrouwd
aandelen en 25% voor
zijn en een gezamenlijke niet-beursgenoteerde
aangifte indienen)
aandelen.

a

verkoop
Niet van toepassing
a
Is verliesverrekening
mogelijk bij
negatief verkoop
resultaat?

Zweden

GBP 150.000 (zowel voor Loon: vanaf $ 523.600 ($ SEK 644.501
het Verenigd Koninkrijk en 628.300 voor partners die
Schotland).
getrouwd zijn en een
gezamenlijke aangifte
indienen)

Verkoop: vanaf DKK 56.500

7 Fiscale faciliteit
mogelijk voor
aandelenopties?

Verenigde
Staten

Ja

De werkgever kan vrijgesteld De gekwalificeerde
worden van de "fringe
aandelenoptieregelingen
benefit" heffing.
kan voordelig zijn voor de
werkgever. Daarnaast is de
uitstel van heffing naar
verkoop en
verliesverrekening.

Behandeling als
Fiscale faciliteit van
Uitstel heffing naar
ISO: Uitstel heffing naar
vermogenswinst in plaats van toepassing op
verkoop/lager tarief (i.e.
verkoop/lager tarief
loon
vermogenswinsten van "Company Share Option
aandelen in een niet
Plan" (CSOP) en "Enterprise
beursgenoteerd micro- of Management Incentive"
kleinbedrijf.
(EMI))

Fiscale faciliteit waarbij
geen belastingheffing
plaatsvindt op
uitoefening maar alleen
op verkoop (alleen voor
bedrijven met minder
dan 50 werknemers).

Ja

Ja

Ja

Ja

Ja

Ja

Ja

Bovenstaande is mogelijk
voor de meeste types.

Ja, voor RSU's bestaat er een Ja, in sommige gevallen kan er Ja
fiscale faciliteit voor zowel voor andere types een fiscale
de werknemer als werkgever. faciliteit van toepassing zijn
(i.e. RSU's, SAR's en ESPP's).

Ja

Nee

Ja

Ja

Ja

Ja

Ja

Ja

Ja

Ja

Ja

Ja

Ja

Ja

Ja

Ja

9 Sociale
zekerheidspremies
verschuldigd over
optievoordeel?

België

Denemarken

Duitsland

Estland

Frankrijk

Sociale zekerheidspremies
zijn slechts verschuldigd
indien de aandelenopties
worden belast op het
moment van uitoefening. In
dat geval zijn de sociale
zekerheidspremies
verschuldigd door zowel de
werkgever als werknemer.

Nee geen aanvullende
Ja, er bestaat een
Ja, er zijn sociale
Ja, er zijn zowel sociale
Ja, indien het voordeel wordt Nee, niet als aandelen
heffing door
maximum bedrag voor de zekerheidspremies
zekerheidspremies
aangemerkt als loon dan zijn worden verkregen.
aandelenoptie. Vast
werknemer en werkgever verschuldigd door de
verschuldigd door de
er sociale zekerheidspremies
bedrag voor werknemer en per jaar.
werkgever op het moment werknemer als de werkgever verschuldigd. Er geldt een
werkgever.
van uitoefening of indien de op het belastbare moment. maximum bedrag voor de
aandelen om niet/tegen een (gekwalificeerd of nietwerknemer en werkgever per
niet-marktconforme waarde gekwalificeerd).
jaar.
worden verstrekt.

Het inkomen dient te
De werkgever dient het
10 Werkgevers
worden afgedragen en
optie inkomen en de
informatie rapportage- gerapporteerd middels een fiscale faciliteit te
maandelijkse
rapporteren op het
verplichting
loonbelastingaangifte en
moment van toekenning

Israel

Portugal

Verenigd
Koninrijk
Ja, er zijn op het moment
van uitoefening zowel
sociale zekerheidspremies
verschuldigd door de
werknemer als de
werkgever.

Verenigde
Staten

Zweden

Sociale
Ja, alleen voor de
zekerheidspremies zijn
werkgever
slechts verschuldigd bij
de uitoefening van NSO's.

Het inkomen dient te
De werkgever dient de optie Reguliere rapportage in
worden gerapporteerd in overeenkomst te
maandelijkse
een maandelijkse
rapporteren op het moment loonbelastingaangifte.
loonbelastingaangifte
van toekenning en indien er
(Lohnsteuer-Anmeldung) geen fiscale faciliteit van
en uitoefening van de
en een
toepassing is. Fringe benefit
aandelen. Bovendien
belastingcertificaat die
heffing dient de werkgever
moeten de
jaarlijks wordt ingediend. te rapporteren op
werknemerskosten jaarlijks
uitoefening en daarnaast
worden vermeld.
bestaat er een rapportage
plicht op verkoop.

De werkgever dient het optie Naast rapportage in de
Naast rapportage in de
De werkgever dient het Maandelijkse
inkomen te rapporteren op
salarisadministratie en
salarisadministratie en
optie inkomen te
inhoudingen op het loon
het moment van toekenning jaaropgaaf bestaat er een jaaropgaaf dient het optie rapporteren op het
van de werknemer.
van de aandelen door middel specifieke verplichting
inkomen te worden
moment van uitoefening
van een formulier. Bovendien om het optie inkomen te gerapporteerd na het
van de opties of verkoop
dient er jaarlijks een formulier rapporteren.
belastbaar moment (of
van de aandelen.
te worden uitgereikt aan de
eerder ingeval van
werknemer waarin het
maandelijkse inhoudingen
inkomen wordt gerraporteerd.
op het loon van de
werknemer).

1
Het inkomen dient
te
11 Werknemers
worden gerapporteerd in
informatie rapportage- een aangifte
inkomstenbelasting.
verplichting

Het inkomen 2dient te
worden gerapporteerd in
een aangifte
inkomstenbelasting.

4
Het inkomen3rapporteren Het inkomen dient
te
middels het indienen van worden gerapporteerd in
een aangifte
een aangifte
inkomstenbelasting.
inkomstenbelasting.
Bovendien bestaat er
mogelijk een
meldingsplicht als
aandelen in een
buitenlandse
vennootschap worden
verworven of verkocht.

5
Het inkomen dient
te
worden gerapporteerd in
een aangifte
inkomstenbelasting.

6
Geen aangifteplicht
indien het Het inkomen7dient te
Het inkomen 8dient te
loon wordt verwerkt in de
worden gerapporteerd in worden gerapporteerd in
salarisadministratie. Indien
een aangifte
een aangifte
het inkomen meer dan NIS
inkomstenbelasting.
inkomstenbelasting.
649.560 bedraagt dan is er wel
een aangifteplicht.

Het inkomen9dient te
Het inkomen10dient te
worden gerapporteerd in worden gerapporteerd in
een aangifte
een aangifte
inkomstenbelasting.
inkomstenbelasting.

Aftrek is onder bepaalde
voorwaarden mogelijk.

Aftrek is in principe
mogelijk, tenzij de
beloningen vallen onder
de fiscale faciliteit.

Aftrek is onder bepaalde Aftrek is mogelijk indien
voorwaarden mogelijk. "fringe benefit" heffing
verschuldigd is. Echter
Estland heeft een uniek
vennootschapsbelasting
systeem.

Aftrek is onder bepaalde
voorwaarden mogelijk.

Aftrek is onder bepaalde
voorwaarden mogelijk.

Aftrek is mogelijk als de Aftrek is onder bepaalde
kosten voor rekening van voorwaarden mogelijk.
de lokale entiteit zijn.

Aftrek is mogelijk.

Aftrek is mogelijk.

44.807,00

35.640,00

44.144,00

36.538,00

38.241,00

37.000,00

41.030,00

46.770,00

48.769,00

40.820,00

73.877,00

42.920,00

Niet van toepassing

59.200,00

33.537,00

53.280,00

44.530,00

60.200,00

56.388,00

55.500,00

een belastingcertificaat
(loonfiche) die jaarlijks
wordt uitgereikt.

12 Vennootschapsbelasting aftrek

13 Netto resultaat
rekenvoorbeeld
a
Normale
belasting
behandeling
b
Fiscale faciliteit

Observaties & gestileerd rekenvoorbeeld

Onderstaand volgt een korte observatie per element uit de vragenlijst.
Dit is meer gedetailleerd weergegeven in het overzicht en in de bijlagen.

Belastbaar moment en belast voordeel
De verkregen data laten grotendeels een vergelijkbare belastingbehandeling zien. In de meeste landen wordt belasting geheven op het
moment van uitoefening (“exercise”). Het voordeel dat op het moment
van uitoefening wordt genoten, is doorgaans als loon uit dienstbetrekking belast. Het voordeel wordt doorgaans berekend door het
verschil tussen de waarde van het aandeel (Fair Market Value/FMV) en
de uitoefenprijs op moment van uitoefening. Daarnaast vindt er in het
merendeel van de landen, na de belastingheffing op het moment van
uitoefening, een heffing van vermogenswinstbelasting
(“capital gains tax”) plaats op het moment dat de verkregen aandelen na
de uitoefening worden verkocht.

Waardebepaling
In veel landen zijn geen specifieke wettelijke regels vastgelegd over de te
hanteren waarde van de onderliggende aandelen van de aandelenopties.
Bij beursgenoteerde aandelen zijn er verschillen tussen de openingskoers, slotkoers of laagste koers op het belastbare moment. Voor nietbeursgenoteerde moet in diverse landen de waarde bepaald worden door
een onafhankelijke derde zoals bijvoorbeeld een accountant.

Belastingtarief en inkomensgrenzen
De antwoorden op de gestelde vragen tonen een grote diversiteit aan
belastingtarieven en inkomensgrenzen in de betrokken landen. In België
is bijvoorbeeld het maximale tarief van 50% bereikt bij een inkomen van
EUR 41.360 waarbij in de Verenigde Staten het maximum tarief van 37%
wordt bereikt bij USD 523.600.

11

Landenonderzoek belastingheffing aandelenopties

Fiscale faciliteit voor aandelenopties
Alle onderzochte landen kennen een fiscale faciliteit (“favourable
regime”) voor aandelenopties. In vijf van de tien onderzochte landen
(Denemarken, Israël, Verenigd Konikrijk, Verenigde Staten en Zweden)
leidt de faciliteit ertoe dat het heffings-moment wordt verschoven
naar het moment van verkoop van de aandelen en is tevens een lager
belastingtarief (“capital gains tax”) van toepassing, wat resulteert in een
hoger netto voordeel van de werknemer.
Dit onderzoek heeft zich specifiek gericht op aandelenoptieplannen. Wel
is de vraag gesteld of er ook voor andere aandelengerelateerde
beloningen een fiscale faciliteit geldt. Er zijn landen die fiscale faciliteiten
toepassen die zowel voor aandelenopties als andere aandelen
gerelateerde beloningen zoals bijvoorbeeld Restricted Stock Units. Dit is
bijvoorbeeld het geval Denemarken en Israël. In Frankrijk geldt alleen
een fiscale faciliteit voor Restricted Stock Units.

Sociale zekerheid
In Denemarken en Portugal zijn (bij verkrijging van aandelen) geen
sociale zekerheidspremies verschuldigd over het verkregen optievoordeel. In alle andere landen zijn in principe sociale zekerheidspremies
verschuldigd. In sommige landen zijn de premies gemaximeerd of alleen
verschuldigd door de werkgever.

Rapportage verplichting
In alle onderzochte landen hebben zowel de werkgever als de werknemer
een verplichting het inkomen dat verkregen wordt met aandelenoptie te
rapporteren. Het moment en de wijze van rapporteren verschilt per land.

Vennootschapsbelastingaftrek
In alle onderzochte landen is aftrek mogelijk in de vennootschapsbelasting in relatie tot aandelenopties die aan werknemers worden
verstrekt. Er gelden verschillende voorwaarden per land.

12

Landenonderzoek belastingheffing aandelenopties

Gestileerd rekenvoorbeeld
Bij het kiezen van de uitgangspunten voor het onderstaande
gestileerde rekenvoorbeeld is in overleg uitgegaan van een succesvolle startup waarbij de waarde van de aandelen sterk toeneemt:
Aantal aandelen opties:
1.000
Uitoefenprijs:
1
Waarde van het onderliggende aandeel
Op toekenning:
1
Op “vesting”
5
Op uitoefening
50
Op verkoop
75

Uit de verkregen data blijkt dat in de meeste gevallen het voordeel op
uitoefening en op verkoop relevant is voor de belastingheffing. Uit dit
gestileerde rekenvoorbeeld komt het volgende naar voren:

Bruto voordeel bij uitoefening:
(1.000 x (50 – 1)

49.000

Bruto voordeel bij verkoop:
1.000 x (75 – 1)

74.000

Het vergelijken van netto voordelen tussen landen is complex, bijvoorbeeld door inkomensafhankelijke regelingen, belastingvrije bedragen
en toedeling tussen partners. Derhalve is gekozen om een gestileerd
rekenvoorbeeld op te stellen om inzicht te krijgen van het mogelijke
netto voordeel van een aandelenoptie. Indien er sprake is van een fiscale
faciliteit zijn er door de betrokken landen twee berekeningen
gemaakt. Als uitgangspunt voor het gestileerde rekenvoorbeeld is
gekozen voor het maximale tarief voor zowel inkomstenbelasting als
vermogensbelasting in het desbetreffende land. Er is geen rekening
gehouden met progressieve belastingschijven, eventuele (persoonlijke)
aftrekposten etc. Wij verwijzen naar het overzicht voor het maximale
belastingtarief en vanaf welk inkomen dit van toepassing is. Een
gedetailleerd overzicht van de belastingtarieven en belastingschijven is
opgenomen in de bijlagen.

13

Landenonderzoek belastingheffing aandelenopties

Uit de resultaten blijkt dat bij deze uitgangspunten in België
het hoogste netto voordeel overblijft voor de werknemer, in het geval
dat er gekozen is voor belastingheffing op toekenning. Dit kan deels
worden verklaard door de sterke stijging van de waarde van het aandeel
na het moment van belastingheffing.
In de meeste landen resulteert de fiscale faciliteit voor aandelenopties in
een hoger netto voordeel voor de werknemer. Dit is alleen niet het geval
voor Frankrijk. In Frankrijk is namelijk het voordeel alleen voor de
werkgever.
In Duitsland is er een zeer beperkte fiscale faciliteit. Er is op dit moment
een wetswijziging ingediend die het heffingsmoment van aandelenopties
kan verplaatsen naar verkoop en de fiscale faciliteit uitbreid.

14

Landenonderzoek belastingheffing aandelenopties

Bijlagen

3

Summary of Stock Option Plan
1
2

The participation in the SOP is voluntary. On the Award Date, the Participant is granted an option to purchase certain number of ordinary shares of the Company (the Option Shares).
The Option may be exercised after any portion of the Option Shares that have become vested except that this Option may not be exercised for a fraction of a share. A vested Option, if not exercised prior to the exercise period
provided, shall terminated and no longer be exercisable.

3 The vesting period is three year vesing with annual vesting of 1/3 per year.
4 Settlement in shares
5 Taxes: A requirement of the plan is that the Company or relevant group companies should have the right to deduct or withhold, or ask the participants to remit to the Company, the amount adequate to pay all the tax amounts as
regulated by the tax laws in each local jurisdiction. The Administrator could determine in its sole discretion, in order to meet the above requirement, to allow the participants choosing let the Company to withhold the shares under
the award for settlement of taxes.
6 The equity costs have been borne/cross-charged to the local entity in your country.

Tax treatment

Country name: Belgium

1 When does the taxable event arise:
i) date of grant
ii) upon vesting
iii) upon exercise of stock options
iv) upon sale

This depends on whether or not the stock options were accepted in writing within 60 days after the offer.
If the stock options were accepted in writing within 60 days, the taxable event arises at grant i.e. the 60th
days after the date of grant.
If the stock options were not accepted in writing within 60 days, the taxable event arises upon exercise of
the stock options.

2 What is the nature of income at grant / vest / exercise / settlement (e.g. employment income, capital gains, personal
income)?

The income at grant / exercise will be treated as employment income.

3 How is the taxable amount calculated (i.e. formula)? Please provide a workable methodology and definitions of the
calculation of taxable amount and the valuation terminology if any. Please use detailed examples to explain the abovementioned formula and calculation methodology.

a) Taxable at grant: 18% of the fair market value at offer + 1% per year of duration exceeding 5 years

b) Taxable at exercise: difference between the market value per share and the option price per share
4 Please indicate if there are any specific fair market value (FMV) requirements for the purpose of calculating the taxable
income (e.g. closing share price of the day, average share price of the day, average calculated over a period, please
specify the specific date or the specific period), especially taking into account that the company is an unlisted company.

5 Are there any tax deduction items available when calculating the taxable income?

a) Listed companies: the FMV is the closing quote on the day preceding the offer OR the average closing
quote during 30 days preceding the offer (you can choose the moste beneficial option).

b) Unlisted companies: the actual value of the underlying share at offer, as determined by an auditor.
SOP taxable on exercise: Employee social security contributions can be deducted from the gross amount to
be able to calculate the taxable income. SOP taxable on grant: no social security is applicable.

6 What will be the tax rates applicable on this income?
a.
Please provide an overview of income tax rates (and income level per bracket)

The income, as part of the employment income, will be taxed at progressive tax rates.
Tax brackets income year 2021 (tax year 2022):
0,00 EUR - 13.540,00 EUR: 25%
13.540,00 EUR - 23.900,00 EUR: 40%
23.900,00 EUR - 41.360,00 EUR: 45%
41.360,00 EUR - …: 50%
On top of the progressive tax rates, communal taxes will be applied. The communcal taxes depend on the
commune in which an individual resides and varies between 0% and 9%.
In practice, a tax rate of 53,5% will be applied for withholding purposes in the payroll (top rate + average
communcal tax rate of 7%) as stock option income is considered 'exceptional' income for withholding
purposes.

7 Are there any preferential/approved tax treatment for stock options income, including deduction, exemption or
deferment, different tax treatment e.g. capital gains taxation instead of employment income? Please provide more
details in this respect.
a. If applicable, please describe the conditions which need to be met?

If the stock options are taxed at grant, a reduction of 50% of the calculated benefit in kind is foreseen if the
following conditions are met:

b. Are there any other preferential/approved regimes for other type of share based incentives, e.g. RSUs, SARs etc? If
so, for which types?

8 Is there a tax impact on sale? If yes: How is the taxable income calculated and reported? We also refer to the
example(s).
a. What will happen in case of a capital loss?

- Exercise price is determined at grant
- Options cannot be exercised before the end of the third calendar year following the year of offer, OR
unilateal statement of not exercising within three full calendar years following the year of offer should be
drafted
- No exercise after the end of the tenth year
- Granted by a group to which the employer belongs
- Options cannot be transferred (except in case of death)
- Options cannot be covered against any risk
For ESPP (employee stock purchase plan) a discount of the taxable base of max. 20/120 of the value of the
listed shares is foreseen in case the shares issued to the employees are made unavailable for at least two
years (e.g. transferred to an escrow account for 2 years).
No, capital gains are in principle not taxable in Belgium to the extent that it is realized within the normal
management of private assets.
No impact of a capital loss

Social security and other taxes
9 Is there any social tax (social security) or other tax (state/regional/local, wealth or municipal taxes) payable with respect
to those events?
i) If so, when is the tax charge due and how is it calculated?
If the stock options are taxable at grant, no employer nor employee social security contributions are due. If
the stock options are taxable at exercise, employer (25%) and employee (13,07%) social security
contributions are due.
ii)

Do both the employer and the employee have a (social) tax obligation, or only one party concerned?

If social security contributions are due (if taxable at exercise), than contributions are due by both the
employer and employee.

iii) Please provide an overview of the applicable employee and employer contributions/rates.

See cell C44

iv) Is there a cap or wage ceiling on the social security contributions? Who is subject to an annual cap, employer,
employee or both? Please provide the caps.

No, the social security contributions are uncapped.

Employer's tax reporting obligations
10 Please explain the statutory filing requirements including the due date. (E.g. Due date of tax reporting, Monthly filing
requirement, Annual filing requirement) at any of the 4 events highlighted in question 1 above.

16

Landenonderzoek belastingheffing aandelenopties

The employer must report the taxable benefit and the withholding tax due on the benefit.
The withholding tax has to be paid and reported via the monthly declaration of withholding tax (together
with the withholding tax on regular salary) and also a fiche 281.XX has to be issued electronically including
the taxable benefit and the withholding tax.
Reporting of the withholding tax has to be carried out by the 15th day of the month following the month of
tahe taxable event. After the income year, a fiche 281.XX has to be issued electronically by the end of
February following the year in which the taxable event took place.

Employee's tax reporting obligations
11 Please explain the statutory filing requirements including the due date. (e.g. Due date of tax reporting, Monthly filing
requirement, Annual filing requirement) at any of the 4 events highlighted in question 1 above.

The taxable benefit should be reported by the individual in his annual personal income tax return. The
taxable benefit that should be reported in the tax return will be reported on the employee's official income
statement (fiche 281.XX).
Furthermore, any received dividends should be reported in the individual's tax declaration as well and will be
taxed at a fixed rate of 30%.

12 Please state the name of the tax forms to report share gains/cash payout.

Any capital gain is in principle not taxable in Belgium (see cel 38). However, upon sale of the listed shares, the
employee should pay stock transaction tax ("taks op beursverrichtingen") and file the related tax declaration.

Corporate tax deduction
13 Is a corporate income tax deduction available in relation with the employee stock option plan? If yes, please provide
explanation.

Yes. In general, business expenses are tax deductible in Belgium in case (i) they are borne during the taxable
period at hand; (ii) they are incurred in order to acquire or maintain taxable income; (iii) documentation is
available in order to demonstrate the amount and genuineness of the expenses. Further, the recharged cost
is recommended to be labeled as a remuneration cost. It is EY Belgium’s position that the recharged cost
should be deductible as a remuneration cost. However, the Belgian tax authorities may be reluctant to
accept the deduction to the extent that it represents a capital loss on shares. It is strongly recommended that
a recharge agreement be in place before the date of grant in order to claim a local corporate tax deduction.

Example calculations
14 We refer to the next tabs for the examples
a. Please provide the overall net amount for the calculation for the regular tax treatment
b. Please provide the overall net amount for the calculation for the favorable tax treatment (if applicable).

17

Landenonderzoek belastingheffing aandelenopties

44807
73877

Summary of Stock Option Plan
1 The participation in the SOP is voluntary. On the Award Date, the Participant is granted an option to purchase certain number of ordinary shares of the Company (the Option Shares).
2

The Option may be exercised after any portion of the Option Shares that have become vested except that this Option may not be exercised for a fraction of a share. A vested Option, if not exercised prior to the exercise period
provided, shall terminated and no longer be exercisable.

3 The vesting period is three year vesing with annual vesting of 1/3 per year.
4 Settlement in shares
Taxes: A requirement of the plan is that the Company or relevant group companies should have the right to deduct or withhold, or ask the participants to remit to the Company, the amount adequate to pay all the tax amounts
5 as regulated by the tax laws in each local jurisdiction. The Administrator could determine in its sole discretion, in order to meet the above requirement, to allow the participants choosing let the Company to withhold the shares
under the award for settlement of taxes.
6 The equity costs have been borne/cross-charged to the local entity in your country.

Tax treatment

Country name: Denmark

1 When does the taxable event arise:
i) date of grant
ii) upon vesting
iii) upon exercise of stock options
iv) upon sale

No
No
Yes
Yes

2 What is the nature of income at grant / vest / exercise / settlement (e.g. employment income, capital gains, personal
income)?

- At exercise: Ordinary employment income (Similar to salary)
- At sale: Capital gains

3 How is the taxable amount calculated (i.e. formula)? Please provide a workable methodology and definitions of the
calculation of taxable amount and the valuation terminology if any. Please use detailed examples to explain the abovementioned formula and calculation methodology.

- At exercise: the taxable amount is equal to the difference between the strike price and FMV at
exercise.
- At sale: the taxable amount is equal to the difference between the FMV at exercise and the sales price.

4 Please indicate if there are any specific fair market value (FMV) requirements for the purpose of calculating the taxable
income (e.g. closing share price of the day, average share price of the day, average calculated over a period, please
specify the specific date or the specific period), especially taking into account that the company is an unlisted company.

- At exercise: Closing value is used for listed shares. For unlisted shares, the Danish tax authorities refer
to valuation princples that are used in the market to determine the value of the underllying shares, in
particular the DCF model is referred to in a published guideline.

5 Are there any tax deduction items available when calculating the taxable income?

- At exercise: No (except for the strike price)
- At sale: Ordinary transaction fee

6 What will be the tax rates applicable on this income?
a.
Please provide an overview of income tax rates (and income level per bracket)

7 Are there any preferential/approved tax treatment for stock options income, including deduction, exemption or
deferment, different tax treatment e.g. capital gains taxation instead of employment income? Please provide more
details in this respect.
a.

If applicable, please describe the conditions which need to be met?

b. Are there any other preferential/approved regimes for other type of share based incentives, e.g. RSUs, SARs etc? If
so, for which types?
8 Is there a tax impact on sale? If yes: How is the taxable income calculated and reported? We also refer to the
example(s).
a. What will happen in case of a capital loss?

- At exercise: Progresional up to 56 % (56% will hit income above approximately DKK 570,000)
- At sale: Capital gains taxable at 27% up of share income up to curently DKK 56,500 and 42% above that
threshold.
Article 7P of the Danish Tax Assessment Act is available to most types of share based remueration (SOP,
RSU etc.). It postpones the taxable event to the point of sale and taxes the entire gain at up to 42 % (not
56%). Accordingly, the difference between the sales price and the strike price becomes taxable at sale as
capital gains.
The application will in most cases require counsel as the requiements are rather strict and the timing is
critical. However, the main conditions are as follows:
- the application of 7 P should be agreed at the time of grant
- the remunaration should be defined - e.g. SOP, RSU with right to shares in the employer company or a
group related company
- the nominel value should be defined
- the terms for the exercise should be defined (conditions, vesting period etc.)
- the value of the remuneration under 7P can usually (some exeptions - some not yet approved by the
legislator) only have a value equal to 10 % of the annual salary
- the shares should be in the employing company (or a group related company)
- no special share type/class is allowed
- the SOPs can not be transferable
- the remunaration type should give a right/obligation to receive/deliver actual shares for the
employee/employer
N/A

See above
Deductable loss that can be applied for reductions of gains on similar shares (listed/non-listed)

Social security and other taxes
9 Is there any social tax (social security) or other tax (state/regional/local, wealth or municipal taxes) payable with respect
to those events?
i) If so, when is the tax charge due and how is it calculated?
Fixed yearly fee of DKK 94,65 for the employee. 189,35 for the employer
ii)

Do both the employer and the employee have a (social) tax obligation, or only one party concerned?

See above

iii) Please provide an overview of the applicable employee and employer contributions/rates.

See above

iv) Is there a cap or wage ceiling on the social security contributions? Who is subject to an annual cap, employer,
employee or both? Please provide the caps.

See above

Employer's tax reporting obligations
10 Please explain the statutory filing requirements including the due date. (E.g. Due date of tax reporting, Monthly filing
requirement, Annual filing requirement) at any of the 4 events highlighted in question 1 above.

18

Landenonderzoek belastingheffing aandelenopties

1. Reporting at grant: Relevant to SOP and anything covered by 7P.
2. Reporting at exercise: monthly obligation. Reporting the benefit
3. Annual reporting of each employee's cost basis for the shares

Employee's tax reporting obligations
11 Please explain the statutory filing requirements including the due date. (e.g. Due date of tax reporting, Monthly filing
requirement, Annual filing requirement) at any of the 4 events highlighted in question 1 above.

Tax return filing deadline of 1 May (regular filing deadline) 1 July (extended deadline for tax payers with
eg. foreign income) the following year.

12 Please state the name of the tax forms to report share gains/cash payout.

N/A

Corporate tax deduction
13 Is a corporate income tax deduction available in relation with the employee stock option plan? If yes, please provide
explanation.

A corporate tax deduction is generally available. However, not to remuneration covered by 7P. Please
note that the availability of a corporate deduction in Denmark in international group companies where
the employer company is Danish and the issuing company is foreign is subject to certian requirements.

Example calculations
14 We refer to the next tabs for the examples
a. Please provide the overall net amount for the calculation for the regular tax treatment
b. Please provide the overall net amount for the calculation for the favorable tax treatment (if applicable).

19

Landenonderzoek belastingheffing aandelenopties

35640
42920

Summary of Stock Option Plan
1 The participation in the SOP is voluntary. On the Award Date, the Participant is granted an option to purchase certain number of ordinary shares of the Company (the Option Shares).
2 The Option may be exercised after any portion of the Option Shares that have become vested except that this Option may not be exercised for a fraction of a share. A vested Option, if not exercised prior to the exercise period provided, shall terminated and no longer be exercisable.
3 The vesting period is three year vesing with annual vesting of 1/3 per year.
4 Settlement in shares
5

Taxes: A requirement of the plan is that the Company or relevant group companies should have the right to deduct or withhold, or ask the participants to remit to the Company, the amount adequate to pay all the tax amounts as regulated by the tax laws in each local jurisdiction. The Administrator could determine in
its sole discretion, in order to meet the above requirement, to allow the participants choosing let the Company to withhold the shares under the award for settlement of taxes.

6 The equity costs have been borne/cross-charged to the local entity in your country.

Tax treatment

Country name: Germany

1 When does the taxable event arise:
i) date of grant
ii) upon vesting
iii) upon exercise of stock options
iv) upon sale

2

What is the nature of income at grant / vest / exercise / settlement (e.g. employment income, capital gains, personal
income)?

How is the taxable amount calculated (i.e. formula)? Please provide a workable methodology and definitions of the
3 calculation of taxable amount and the valuation terminology if any. Please use detailed examples to explain the abovementioned formula and calculation methodology.

no taxable event
no taxable event
yes, taxable event occurs upon exercise of stock options. We refer to our answers to number 2.
yes, taxable event occurs upon sale. We refer to our answer to number 2 .

The taxable income resulting from the exercise of stock options qualifies as employment income, whereas the taxable income resulting from the sale of the stock options qualifies as capital gains,
respectively capital loss.

The taxable employment income at the time of exercise of the stock options is calculated as the fair market value of the shares less any acquistion costs (i.e. strike price).
The capital gain at the point in time of sale is the sale price less the employment income already taxed less additional sale costs.
For shares traded on the regulated market in Germany, the lowest share price quoted on the relevant valuation date is the value for wage/income tax purposes according to section 11 BewG
(Valuation Act).

Please indicate if there are any specific fair market value (FMV) requirements for the purpose of calculating the taxable
4 income (e.g. closing share price of the day, average share price of the day, average calculated over a period, please
specify the specific date or the specific period), especially taking into account that the company is an unlisted company.

For foreign shares traded in the OTC segment (over-the-counter trade), generally also the lowest share price quoted on the relevant market determines the valuation. However, often there has been
no recent trade in the German OTC market and even if there have been trades, due to the small volume, they do not necessarily reflect the fair market value of the shares. Therefore, it should be
acceptable to use the quotation from the primary listing of the issuing company. In this case it should generally be acceptable to use the lowest share price at the taxable event as for foreign shares
there is no legal definition of the applicable share price.

The description above is applicable for listed companies. However, we understand that your question also applies to unlisted companies. According to German tax law, in a first step, the fair market
value should generally be the acquistion costs paid by a third party for shares in the company within the last 12 months. If a comparable transaction does not exist, a valuation has to be carried out in
accordance with German principles, taking into account the earnings prospects, which is partly quite complex. If you would like to have more support in this regard, we have to involve our valuation
team.
If the earning period for the stock options exceeds 12 months, there are good arguments for the applicability of the so called “1/5th rule” according to Section 34 Para. 1 and 2 of the German Personal
Income Tax Code which applies to income classified as employment income earned over several years. Thus, the 1/5 rule should apply as of the 2nd vesting onwards. Please be informed that the
effect of the 1/5 rule depends on other income earned by the employee in question. The higher the taxable income is, the lower is the benefit. This could also lead to no tax advantage depending on
the other income.
5 Are there any tax deduction items available when calculating the taxable income?

The 1/5th rule provides that if the benefit is considered to be remuneration for a period greater than one year, only 1/5th of the benefit will be considered to determine the applicable tax rate. This
lower rate is then applied to the whole benefit.
Therefore, Section 34 provides for a mitigation of the effect of the progressive tax rates.
It should be noted that as of 1 January 2020, if the 1/5th rule is applied in the payroll, this generates a filing obligation for the employee in Germany, who may not normally be obliged to file an
income tax return.

6 What will be the tax rates applicable on this income?

a.

Please provide an overview of income tax rates (and income level per bracket)

Are there any preferential/approved tax treatment for stock options income, including deduction, exemption or
7 deferment, different tax treatment e.g. capital gains taxation instead of employment income? Please provide more
details in this respect.

a.

If applicable, please describe the conditions which need to be met?

There is an individual progressive income tax rate amountig up to 45% (in 2021). The marginal income tax rate is 42% (48.09% including the solidarity surcharge (5.5%) and church tax (8% or 9%
depending on the federal state), if applicable) for an annual income over EUR 62,127 in 2021. Kindly note that 5.5 % social surcharge on the income tax is due in full if the taxable income exceeds EUR
96,409 (for single taxpayers) or EUR 192,818 (for married taxpayers). For incomes below these thresholds, the solidarity surcharge is reduced and can be nil. For the amount of income that exceeds
EUR 274,613 per year, the income tax rate is 45% (51.525% at maximum including solidarity surcharge (5.5% and church tax (8% or 9% depending on the federal state), if applicable) in 2021.
Please also note that in case of a joint assessment of married couples the income limits are twice as high as aforementioned.
The standard income tax shall be calculated on the basis of taxable income. In 2021 it shall amount to the following based on the taxable income
1.
up to EUR 9,744 (annual tax-free amount):
0;
2.
from EUR 9,745 to EUR 14,753:
(995.21 - y + 1,400) - y;
3.
from EUR 14,754 to EUR 57,918:
(208.85 - z + 2,397) - z + 950.96;
4.
from EUR 57,919 to EUR 274,612 :
0.42 · x – 9,136.63;
5.
as of EUR 274,613:
0.45 · x – 17,374.99.
"y" is a ten-thousandth of the part of the taxable income exceeding the annual tax free amount rounded down to a full euro amount. "z" is one ten-thousandth of the part exceeding EUR 14,753 of
the taxable income rounded down to a full euro amount. "x" is the taxable income rounded down to a full euro amount.

A benefit in kind accruing to an employee resulting from the grant of shares in a company to its employees free of charge or at a reduced price is exempted from income tax and social security
contributions up to an amount of EUR 360 per calendar year.
The condition for the exemption is that the employee receive acutal shares (i.e. not virtual shares), the employee ownership is at least offered to all employees who, at the time of the offer, work for
and have worked for the company for a continuous period of at least one year. Due to absence of a conclusive remuneration in German tax law an announcement was published by the German tax
authorities, which specified that also trainees, part-time and minor employees fall in the category of “all employees”. Currently there is a draft law in discussion which considers among other things
an increase of the tax-free amount to EUR 720 per year.
We refer to our answer to question 7.

b. Are there any other preferential/approved regimes for other type of share based incentives, e.g. RSUs, SARs etc? If
Kindly note that also other types of employee share plans exist, e.g. RSUs/ SARs plans. However, there should be no special tax regimes for this kind of plans resulting in additional tax benefits as
so, for which types?
compared to a stock option plan.

8

Is there a tax impact on sale? If yes: How is the taxable income calculated and reported? We also refer to the
example(s).

a.

What will happen in case of a capital loss?

Yes, the income from the sale of the shares has to be reported as income from capital gains. The taxable income is the difference between the sale proceeds and the employee´s acquisition costs,
i.e. the amount already taxed as employment income plus any amount paid (i.e. strike price), less sales costs, if any. There is generally a witholding obligation of the fixed tax rate of 25% plus
solidarity surcharge and church tax, if applicable. Generally these incomes have to be report in the annual tax return. In priciple there is a withholding tax, but it depends on the individual cases.
In case of a captial loss, the employee can offset these losses against taxable capital gains. Loss offsetting means that in an assessment period, only the balance of capital gains less capital losses
would be subject to taxation. Please note that losses from sale of shares can only be offset against gains from similar investments (limited loss offsetting). Furthermore please be informed that the
capital losses could be carried forward in order to offset the losses against future capital gains.

Social security and other taxes
Is there any social tax (social security) or other tax (state/regional/local, wealth or municipal taxes) payable with respect
9
to those events?
In general the taxable amount resulting from the exercise of stock options is also subject to social securtiy contributions. Social security contribuitons are capped.
The German employer has a payroll withholding oligation for social security and wage taxes due. Employee social security contributions should be withheld at the following rates and up to the
following limits (on average 19.375% excluding varying additional health care insurance contributions for the employee (the additional contribution depends on the insurance agency and is borne by
employer and employee in equal parts) + 0.25% for employees as of the age of 23 with no children - not in Saxonia):
1) On annual income up to EUR 85,200 (EUR 80,400 for Eastern states):
•State Pension/old age insurance: 9.30%
•Unemployment insurance: 1.20%

i)

If so, when is the tax charge due and how is it calculated?

ii)

Do both the employer and the employee have a (social) tax obligation, or only one party concerned?

2) On annual income up to EUR 58,050
•Health care insurance: approximate average 7.30%. Additional contribution for the employee depending on the health insurance agency. The average additional contribution for 2021 is 1.3%, to be
borne by employer and employee in equal parts
•Nursing care insurance: 1.525% (2.025% in Saxonia*), additional contribution of 0.25% only for the employees as of the age of 23 with no children (resulting in up to EUR 12.09 per month)
*employer rate in Saxonia: 1.025% The employer's social security rates amount to 19.375% (not for Saxonia) on average (excluding varying additional health care insurance contributions for the
employer (the additional contribution depends on the insurance agency and is borne by employer and employee in equal parts)). Additionally, the employer has to pay the allocation for maternity
expenses (U2) at an estimated percentage between 0.2% and 0.5% up to EUR 7,100 monthly, and the allocation for the insolvency fund at a percentage of 0.12% up to EUR 7,100.00 monthly. Note:
Different rates may apply for health insurance and nursing care if the employee has private coverage.

The employer and employee generally pay social security contributions in equal parts. Therefore, the same rates and ceilings apply also for employer contributions except for the additional nursing
care contribution of 0.25%. As mentioned above the employer is obliged to withhold and pay the social security amounts on a monthly basis.

iii) Please provide an overview of the applicable employee and employer contributions/rates.

We refer to the above.

iv) Is there a cap or wage ceiling on the social security contributions? Who is subject to an annual cap, employer,
employee or both? Please provide the caps.

We refer to the above.

20

Landenonderzoek belastingheffing aandelenopties

Employer's tax reporting obligations

Please explain the statutory filing requirements including the due date. (E.g. Due date of tax reporting, Monthly filing
requirement, Annual filing requirement) at any of the 4 events highlighted in question 1 above.

The gain should be reported electronically in the wage-tax return (the so-called Lohnsteuer-Anmeldung) together with the other income of the employee. These are to be filed with the local
corporate tax office no later than the 10th day of the month, or the next working day, following the month in which taxes have to be withheld. In addition, if the local entity does not apply the 1/5
rule already at the withholding level, then participants should be informed that they are able to claim this relief on their tax returns by reporting the value of the shares received which should be
reported in row 19 of the wage tax certificate.
Moreover, the local employer must submit a yearly certificate of wage tax deduction electronically for all of its employees by the end of February the following year. Income earned over several years
should be reported in box 10 of the wage tax certificate. In addition, please note that the social security contributions should be due on the third last banking day of the month the taxable event
occurs.

10
Employee's tax reporting obligations

Please explain the statutory filing requirements including the due date. (e.g. Due date of tax reporting, Monthly filing
requirement, Annual filing requirement) at any of the 4 events highlighted in question 1 above.

If a German tax resident will sell the shares the gain has to be reported in the annual income tax return. In addition, there is generally an obligation to make a notification, if a German tax resident
aquires or sells shares in a foreign corporation and either a) holds a participation of a least 10% of the corporation´s capital/assets as a result, or b) the total acquisition costs for shares held (directly
or indirectly) by the individual in the corporation exceed EUR 150,000.

Please state the name of the tax forms to report share gains/cash payout.

The employment income resulting from the exercise of the stock options has to be consiedered in the attachment "Anlage N" in the annual income tax return. The amounts should be fully stated in
the annual wage tax certificate (so called "Lohnsteuerbescheinigung") provided by the employer and can be copied in the attachment. With regard to a sale, the gains have to be consiered in the
attachment "Anlage KAP" in the annual income tax return.

11

12
Corporate tax deduction

Is a corporate income tax deduction available in relation with the employee stock option plan? If yes, please provide
explanation.

Please note that this is a debated topic in German tax law and depends on the specific circumstances of the case at hand. A local corporate tax deduction can generally be claimed where the benefit is
granted to employees for their work for the benefit of the German entity and a recharge to the German entity occurs, assuming the recharge is at arm’s length, meets certain other conditions and is
appropriately documented. A local deduction is not allowed if a chargeback from the Company to the German entity does not occur.
To be able to deduct any amount recharged, the following steps are generally required:
1.Entering into a written recharge agreement, ideally prior to grant;
2.Documentation that follows German transfer pricing requirements;
3.Recharging of compensation expenses in a form that is in line with the recharge agreement; and
4.The recharge meets the arm’s length test.
Please note that the tax authorities might take the view that a corporate tax deduction on an accrual basis may not be possible. However, in such a case, a corporate tax deduction should be possible
upon an actual recharge at the latest. Given that this is an accounting issue, the accrual should be discussed with the auditor responsible for the German GAAP accounts.

13
Example calculations
14 We refer to the next tabs for the examples
a. Please provide the overall net amount for the calculation for the regular tax treatment
b. Please provide the overall net amount for the calculation for the favorable tax treatment (if applicable).

21

Landenonderzoek belastingheffing aandelenopties

EUR 44,144
N/A

Summary of Stock Option Plan
1 The participation in the SOP is voluntary. On the Award Date, the Participant is granted an option to purchase certain number of ordinary shares of the Company (the Option Shares).
2 The Option may be exercised after any portion of the Option Shares that have become vested except that this Option may not be exercised for a fraction of a share. A vested Option, if not exercised prior to the exercise period provided, shall terminated and no longer be exercisable.
3 The vesting period is three year vesing with annual vesting of 1/3 per year.
4 Settlement in shares
5

Taxes: A requirement of the plan is that the Company or relevant group companies should have the right to deduct or withhold, or ask the participants to remit to the Company, the amount adequate to pay all the tax amounts as regulated by the tax laws in each local jurisdiction. The
Administrator could determine in its sole discretion, in order to meet the above requirement, to allow the participants choosing let the Company to withhold the shares under the award for settlement of taxes.

6 The equity costs have been borne/cross-charged to the local entity in your country.

Tax treatment

Country name: Estonia

1 When does the taxable event arise:

1) EMPLOYER
The taxable event arises for the employer upon exercise of stock option. Employer is the company that has employment agreement with the individual who exercises the
stock opttion and taxable event arises irrespective of whenter any cost has been incurred.
A taxable event also arises for the employer if the employee sells the share option. The gain derived from sale of share option is then considered a benefit in kind
provided to the employee subject to fringe benefit taxes on employer level. The employee is required to notify the employer of the sale of share option.

i)

date of grant

EMPLOYEE
For the employee as an individual, the taxable event arises upon sale of shares, if gain is derived.

ii) upon vesting
iii) upon exercise of stock options
iv) upon sale
2 What is the nature of income at grant / vest / exercise / settlement (e.g. employment income, capital gains, personal
income)?

2) EMPLOYER
The nature of income at exercise or sale of share option is employment income for employee which is taxed as benefit in kind (subject to fringe benefit tax) on employer
level (unless exemption applies).
EMPLOYEE
The nature of income upon sale of shares by the individual is capital gain.

3 How is the taxable amount calculated (i.e. formula)? Please provide a workable methodology and definitions of the
calculation of taxable amount and the valuation terminology if any. Please use detailed examples to explain the abovementioned formula and calculation methodology.

3) EMPLOYER
FORMULA: Taxable amount = Market value of shares exercised - Price paid by employee
The applicable market value is the market value as of the date the shares are exercised and transferred to the employee.
I.e., If shares are exercised and transferred to the employee for free of charge the whole market value of the shares transferred to the employee is subject to fringe
benefit tax on employer level.
If shares are sold at preferential price, meaning that the employee will need to pay partial amount, the taxable value is the market value less the amount paid by the
employee.
Example 1 (Free shares): At exercise 10 shares are transferred to the employee for free. The market value of such shares is EUR 500. The EUR 500 is treated as a benefit in
kind and it is subject to fringe benefit taxes on employer level.
Example 2 (Shares at preferential price): At exercise 10 shares are transferred to the employee for a price of EUR 10 per share. The market value of such shares is EUR
500. The difference on market value and price paid by employee EUR 400 (500-10x10), is treated as a benefit in kind and it is subject to fringe benefit taxes on employer
level.
When employee has sold their share options, the taxable value is the difference of the share option market value and the option premium paid by employee. If share
options were received for free then the taxable value is the share option market value on the date the share options were sold.
EMPLOYEE
FORMULA: Taxable gain= Sales price - Acquisition cost - Costs related to sale of shares
The acquisition cost includes the certified price paid by the individual and also the value of shares taxed at employer level (as fringe benefit), if certified by a certificate
issued by the employer.
Costs related to sale of shares are transfer costs.
Example 3 (Free shares): An individual sells his 10 shares received through employer SOP for EUR 700. Transaction cost is EUR 5. He received the shares for free. At
exercise the value of shares EUR 500 was taxed at employer level as a benefit in kind. The employee was provided the employee with a certificate proving the value taxed
as benefit in kind. The taxable amount is calculated as follows:
EUR 700-EUR 500- EUR 5= EUR 195.
Please note that if the employee would have paid a preferential price for the shares, this is added to the acquisition cost.
Also, please note that the shares may be subject to fringe benefit tax exemption at exercise, thus there is no value taxed at employer level to be considered as acquisition
cost.

4 Please indicate if there are any specific fair market value (FMV) requirements for the purpose of calculating the taxable
income (e.g. closing share price of the day, average share price of the day, average calculated over a period, please
specify the specific date or the specific period), especially taking into account that the company is an unlisted company.

4) Estonian legislation does not specify which share price at valuation date should be considered as the basis for tax, thus we believe it is defendable to consider the
lowest market value of the share at relevant valuation date.

5 Are there any tax deduction items available when calculating the taxable income?

5) EMPLOYER
The price paid by employee is deductible when calculating the taxable value of benefit in kind
EMPLOYEE
The acquisition cost and costs related to transfer are deductible. For further details please refer to answer to Q3 EMPLOYEE section.

6 What will be the tax rates applicable on this income?
a.
Please provide an overview of income tax rates (and income level per bracket)

7 Are there any preferential/approved tax treatment for stock options income, including deduction, exemption or
deferment, different tax treatment e.g. capital gains taxation instead of employment income? Please provide more
details in this respect.
a. If applicable, please describe the conditions which need to be met?

6) a) EMPLOYER
Benefit in kind is taxed with special income tax at rate 20%. The net value of benefit in kind is divided by 0.8 before multiplying by the tax rate of 20% (i.e. grossed up by
tax) E.g., if net value of shares given to the employee is EUR 500, the special income tax is EUR 125 (500*20/80).
EMPLOYEE
Estonian tax resident individual gain derived from sale of shares is subject to personal income tax at rate 20%
7) Yes.

7) a) According to Estonian legislation giving shares to employees for free or at preferential price is considered a benefit in kind subject to fringe benefit taxes on employer
level. Fringe benefit tax exemption applies if shares are given to employees on following conditions:
1) the shares given are shares of employer or employer group entity
2) there optoins are not exercised earlier than three years from the grant
3) Except for agreements digitally signed or certified by a notary, agreements concluded applying for the fringe benefit tax exemption should be filed to Estonian tax
authorities in five working days as of conclusion.

There are few cases where the exemption is also applicable if vesting period is less than three years: the exemption is applied on pro rata basis in case of full exit or
employee incapacity or death. I.e., if shares were to be vested in 3 years, but full exit takes place in two years, the proportion of shares earned before the full exit are
subject to fringe benefit tax exemption.
b. Are there any other preferential/approved regimes for other type of share based incentives, e.g. RSUs, SARs etc? If 7) b) There are no other preferential/approved regimes. The fringe benefit tax exemption explained may also apply to RSU plan or other types of plans depending on the
so, for which types?
plan conditions. Generally direct cash compensation is taxable as payroll and prerequisite for tax exemption is receipt of shares by employee.

8 Is there a tax impact on sale? If yes: How is the taxable income calculated and reported? We also refer to the
example(s).

8)The sale of share options by the employee will trigger taxable event for the employer. The employer shall report the difference of market value of the share options and
option premium paid by the employee as net benefit in kind provided to the employee by 10 day following the calendar month the share options were sold by the
employee.
The impact on sale of shares has been explained in EMPLOYEE sections of the answers above. The gain derived from sale of shares shall be reported on annual personal
income tax return which is submitted to tax authorities by 30 April following the tax year. The tax payment deadline is 1 October following the tax year.

a.

What will happen in case of a capital loss?

8) a) By law the individual is only required to report the transactions resulted in a gain. However, should one suffer loss, those transactions can be reported too. The loss
reported is settled against gain from other share transactions. Also, the loss not used up can be carried forward to subsequent years, provided it is reported.

Social security and other taxes
9 Is there any social tax (social security) or other tax (state/regional/local, wealth or municipal taxes) payable with respect 9) Fringe benefit social tax obligation arises to employer upon exercise on the gross value of benefit in kind, if shares are given free of charge or at preferential price.
to those events?

22

i)

If so, when is the tax charge due and how is it calculated?

i) The fringe benefit social tax is due by 10th day following the month the shares were transferred to the employee.

ii)

Do both the employer and the employee have a (social) tax obligation, or only one party concerned?

ii) The fringe benefit social tax is employer obligation only.

iii) Please provide an overview of the applicable employee and employer contributions/rates.

iii) The fringe benefit social tax rate is 33%. This is employer obligation only.

iv) Is there a cap or wage ceiling on the social security contributions? Who is subject to an annual cap, employer,
employee or both? Please provide the caps.

iv) There is no cap for the social tax.

Landenonderzoek belastingheffing aandelenopties

Employer's tax reporting obligations
10 Please explain the statutory filing requirements including the due date. (E.g. Due date of tax reporting, Monthly filing
requirement, Annual filing requirement) at any of the 4 events highlighted in question 1 above.

10) At grant the agreement filing requirement explained in answer to Question 7 a may arise if the agreement is not signed digitally or certified by notary and applies for a
fringe benefit tax exemption. A copy of such agreement shall be submitted to tax authorities in five working days as of conclusion.
If fringe benefit tax obligation arises upon exercise, the employer shall report the value of the taxable benefit in kind on their monthly payroll and fringe benefit tax
return (form TSD) which is submitted to tax authorities by 10th day following the month the benefit in kind is provided to the employee.
The employer tax report shall also be submitted by same deadline in case the employee sells the share options.

Employee's tax reporting obligations
11 Please explain the statutory filing requirements including the due date. (e.g. Due date of tax reporting, Monthly filing
requirement, Annual filing requirement) at any of the 4 events highlighted in question 1 above.

11) The employee has a reporting obligation if he sells the shares and realizes gain. The gain derived from sale of shares shall be reported on annual personal income tax
return which is submitted to tax authorities by 30 April following the tax year. The tax payment deadline is 1 October following the tax year.

12 Please state the name of the tax forms to report share gains/cash payout.

12) Income tax return for a resident natural person

Corporate tax deduction
13 Is a corporate income tax deduction available in relation with the employee stock option plan? If yes, please provide
explanation.

13) Estonia has a unique corporate income tax system. There is no annual income reporting and profit taxation, but income tax is payable only when profit is distributed,
or taxable expenses are made. Cost related to discounted share benefit is subject to fringe benefit taxes. The costs related to business are allowed and will reduce the
taxable profit.

Example calculations
Please note that if shares are exercised before the third anniversary, the fringe benefit tax exemption does not apply to those shares.
14 We refer to the next tabs for the examples
a. Please provide the overall net amount for the calculation for the regular tax treatment
b. Please provide the overall net amount for the calculation for the favorable tax treatment (if applicable).

23

Landenonderzoek belastingheffing aandelenopties

36538
59200

Summary of Stock Option Plan
1

The participation in the SOP is voluntary. On the Award Date, the Participant is granted an option to purchase certain number of ordinary shares of the Company (the Option Shares).

2

The Option may be exercised after any portion of the Option Shares that have become vested except that this Option may not be exercised for a fraction of a share. A vested Option, if not exercised prior to the exercise period provided, shall terminated and no longer be exercisable.

3
4

The vesting period is three year vesing with annual vesting of 1/3 per year.
Settlement in shares

5

Taxes: A requirement of the plan is that the Company or relevant group companies should have the right to deduct or withhold, or ask the participants to remit to the Company, the amount adequate to pay all the tax amounts as regulated by the tax laws in each local jurisdiction. The Administrator could determine in its sole discretion, in
order to meet the above requirement, to allow the participants choosing let the Company to withhold the shares under the award for settlement of taxes.

6

The equity costs have been borne/cross-charged to the local entity in your country.

Country name: France
Tax treatment

1

When does the taxable event arise:

For non qualified plans

For qualified plans
(regime applicable to stock-options granted as from September 28, 2012)

Exercise gain is taxed upon exercise of stock options (i.e. when the employee receives the full ownership of the
shares)

Taxation of the exercise gain is defferred until the sale of the underlying shares

i) date of grant
ii) upon vesting
iii) upon exercise of stock options
iv) upon sale
2

What is the nature of income at grant / vest / exercise / settlement (e.g. employment
income, capital gains, personal income)?

Exercise gain is considered as employment income and taxed as such at exercise (ie. delivery of the shares)

Exercise gain is considered as employment income but subject to a specific tax treatment at sale of underlying shares

3

How is the taxable amount calculated (i.e. formula)? Please provide a workable
methodology and definitions of the calculation of taxable amount and the valuation
terminology if any. Please use detailed examples to explain the above-mentioned
formula and calculation methodology.

The exercise gain corresponds to the difference between the fair market value of the shares at the date of exercise
and the exercise price paid
For non-listed companies, valuation of the shares is determined based on a multi-criteria methodology

The exercise gain corresponds to the difference between the fair market value of the shares at the date of exercise and the exercise
price paid
For non-listed companies, valuation of the shares is determined based on a multi-criteria methodology

4

Please indicate if there are any specific fair market value (FMV) requirements for the
purpose of calculating the taxable income (e.g. closing share price of the day, average
share price of the day, average calculated over a period, please specify the specific date
or the specific period), especially taking into account that the company is an unlisted
company.

If the company which grants the SO is listed: opening value at the day of exercise (ie. delivery of the shares)
If the company which grants the SO is not listed: multicriteria method (the characteristics of the company, its net
book value, its profitability and its business projects must be taken into account)

If the company which grants the SO is listed: opening value at the day of exercise (ie. delivery of the shares)
If the company which grants the SO is not listed: multicriteria method (the characteristics of the company, its net book value, its
profitability and its business projects must be taken into account)

5

Are there any tax deduction items available when calculating the taxable income?

Taxable income is determined taking into account the deductible social security contributions.
Upon filing of the French income tax return of the year of exercise, a 10% deduction rebate (limited to 12 652€ for
2020 income) is applied on the annual net taxable compensation income.

A 10% deduction rebate (limited to 12 652€ for 2020 income) is applied on the annual net taxable compensation income upon filing of
the French income tax return of the year of sale.
In addition, in the event the FMV of the shares at sale is lower than the FMV of the shares at exercise, the capital loss can be offset
against the exercise gain (in the limit of this gain) to be subject to income tax.

6

What will be the tax rates applicable on this income?

Exercise gain is subject to progressive income tax rates up to 45% (for 2021 income)

Exercise gain is subject to progressive income tax rates up to 45% (for 2021 income)

For 2021 income:
Between 0 € and 10 084 € : 0%
Between 10 084 € and 25 710 € : 11%
Between 25 710 € and 73 516 € : 30%
Between 73 516 € and 158 122 € : 41%
Above 158 123 € : 45%
a.

Please provide an overview of income tax rates (and income level per bracket)

Please note that income tax withholding applies on the taxable exercise gain through payroll. The same withholding
tax rate applicable to other wages received by the beneficiary has to be used for the exercise gain.
An additional tax on high income is due at the rate of 3% on the portion of the annual fiscal income (including the
gain) between EUR 250,000 and EUR 500,000 and at the rate of 4% on the portion of the annual fiscal income
(including the gain) exceeding this threshold for single tax payers. The limits are doubled for married tax payers
filing jointly.

7

Are there any preferential/approved tax treatment for stock options income, including
deduction, exemption or deferment, different tax treatment e.g. capital gains taxation
instead of employment income? Please provide more details in this respect.

N/A

For 2021 income:
Between 0 € and 10 084 € : 0%
Between 10 084 € and 25 710 € : 11%
Between 25 710 € and 73 516 € : 30%
Between 73 516 € and 158 122 € : 41%
Above 158 123 € : 45%
An additional tax on high income is due at the rate of 3% on the portion of the annual fiscal income (including the gain) between EUR
250,000 and EUR 500,000 and at the rate of 4% on the portion of the annual fiscal income (including the gain) exceeding this threshold
for single tax payers. The limits are doubled for married tax payers filing jointly.

For qualified stock-options granted as from September 28, 2012, the tax treatment is not preferential for the beneficiaries (It is only
preferential for the employer).
However, for those qualified stock-options exercise gains, the taxable event is defered until the sale of the underlying shares.
In addition, capital loss can be offset against exercise gain at sale (see cell D28).

Among others, the main conditions that need to be met are the following.
- The company must be a joint stock company - société par actions .
-Eligible beneficiaries must be employed by a company with sufficient close capital links to the issuing company, i.e. one of the
following conditions must be met:

a.

b.

8

If applicable, please describe the conditions which need to be met?

Are there any other preferential/approved regimes for other type of share based
incentives, e.g. RSUs, SARs etc? If so, for which types?

Is there a tax impact on sale? If yes: How is the taxable income calculated and reported?
We also refer to the example(s).

N/A.

least 50% of the issuing company's capital.
-Options can only be granted to employees and to certain corporate officers (“mandataires sociaux”) i.e. not to “Administrateurs” or
members of the “Conseil de surveillance” ;
-Shares must be transferred to the beneficiaries as soon the option is exercised and this transfer shall be definitive ;
-Exercise price shall be determined at the time of grant of the option ;
-For companies listed on a stock exchange market, the exercise price cannot be less than 80% of the average of the quoted market price
for the 20 daily sessions on the stock market prior to the grant date of the option. In addition, for a stock option purchase plan, the
exercise price may not be less than 80% of the average purchase price of these shares ;
-Shares delivered must result from an increase of capital or a repurchase of shares by the offering company ;
-Listed issuing companies can award stock-options to their corporate officers (“mandataires sociaux”) only if they also implement
employee shares plans (stock-options or free shares) or profit sharing plans benefiting to all their employees and to at least 90% of the
employees of their French subsidiaries ;
-For non-French issuing companies, the period during which the options can be granted cannot exceed 76 months after the approval of
the Plan or the subplan ;
-Options cannot be transferred or otherwise disposed of ;
-Heirs shall have a 6 month delay to exercise options after the decease of an option holder ;
-Only shares can be delivered, cash settlement is not authorized.

Yes, for RSU awards (please note that one of the condition is that the company must be a stock-joint company - société par actions )
The last regime applicable to RSUs granted under an authorization give by the shareholders as from January 1st 2018 is very favorable for both the beneficiary and the employer.
Happy to discuss further this point if required by the client.

The difference between the sale proceed and the fair market value of the shares at exercise (ie. delivery of the
shares) is considered as capital gains. Capital gains should be reported directly by the beneficiary in its annual
income tax return (Form 2042C + form 2047 and form 2074 if the shares are delivered by a foreign entity)

The difference bettween the fair market value of the shares at exercise and the sale price is considered as capital gains. Capital gains
should be reported directly by the beneficiary in its annual income tax return (Form 2042C + form 2047 and form 2074 if the shares are
delivered by a foreign entity)
As already indicated, the exercise gain is also taxable at sale.

a.

What will happen in case of a capital loss?

Capital loss may only be offset on capital gains arising the year of the sale and the ten following years.

Capiital loss, if any, realised at sale, may be offset against the exercise gain, in the limit of this gain (see cell D28). Capital loss may also be
offset on capital gains arising the year of the sale and the ten following years.

Social security and other taxes
Is there any social tax (social security) or other tax (state/regional/local, wealth or
9
municipal taxes) payable with respect to those events?

i)

ii)

If so, when is the tax charge due and how is it calculated?

Do both the employer and the employee have a (social) tax obligation, or only one
party concerned?

At the date of exercise (ie. delivery of the shares) social security contributions are due on the gross exercise gain as
compensation income
At exercise of the shares the gross exercise gain is subject to both employee and employer social security
contributions as compensation income. The employer has to withhold the social security contributions due on the
gain.

Both

Employer contribution: a specific employer contribution is due at the date of grant at the rate of 30% on either (i) the accounting value
of the options or (ii) 25% of the market value of the underlying shares at grant) if the beneficiary is affiliated with the French social
security scheme on a mandatory basis at this date.
Employee contribution: social taxes are due on the exercise gain at the date of sale of the underlying shares at the rate of 19.7% (ie.
9.7% CSG/CRDS taxes + 10% specific social contribution). The employee is solely responsible for reporting the exercise gain and paying
the corresponding social taxes due.

Both

Employee social security contributions range from 10.1% to approx. 25% of the gross gain (depending on the annual
overall compensation of the beneficiary).
iii) Please provide an overview of the applicable employee and employer
contributions/rates.

iv) Is there a cap or wage ceiling on the social security contributions? Who is subject to
an annual cap, employer, employee or both? Please provide the caps.

v) additional comments

24

Employer social security contributions range from to approx. 25% to approx. 45% of the gross gain (depending on
the annual overall compensation of the beneficiary).

Employee social taxes due on salary income : 19.7% (see cell D43)
Employer specific contribution: 30% (see cell D43 for the basis of the employer contribution)

For 2020 and 2021 income, if the employee’s annual gross compensation exceeds 329 088 EUR, only employee
uncapped contributions are due at a rate of 10.1% (ie. 0.4% for sickness and basic retirement + 9.7% CSG/CRDS
taxes) on the portion of the annual compensation in excess of 329 088 EUR.
N/A.
For 2020 and 2021 income, if the employee’s annual gross compensation exceeds 329 088 EUR, only employer
uncapped contributions are due (ie. approx. 30% for sickness, old age pension, family allowance, etc) on the portion
of the annual compensation in excess of 329 088 EUR.

Please also note that the local employer has to withhold the income tax due on the exercise gain realized by French
tax residents. The income tax withheld at source must be remitted to the French tax authorities together with the
social security contributions. The income tax withholding rate to be used is the same as the one used for other
wages received by the beneficiary.

Landenonderzoek belastingheffing aandelenopties

Employer's tax reporting obligations

10

Please explain the statutory filing requirements including the due date. (E.g. Due date of
tax reporting, Monthly filing requirement, Annual filing requirement) at any of the 4
events highlighted in question 1 above.

At exercise : the French employer is subject to standard reporting requirements applicable to salary income. The
exercise gain has to be reported in the employee's payslip of the month of taxable event and on the DSN form
(monthly wage report).

At grant : stock options granted must be reported on the DSN form (monthly wage report) of the month of the grant.
At exercise : The local employer must report the details of the stock options exercised on the DSN form (monthly wage report) of the
month of exercise. Please note that the compliance with the mandatory specific reporting requirement at exercise is a condition for the
exemption of standard social security contributions.
In addition, an individual exercise statement detailing the stock options exercised during the year must be prepared by the employer and
sent to each beneficiary concerned no later than 1 March of the year following the exercise date.

Employee's tax reporting obligations

At exercise (ie. delivery of the shares): the employee is responsible for reporting the exercise gain in his/her French
income tax return of the year of exercise. Since the exercise gain is in principe already included in the net taxable
salary pre-completed in the annual tax return, no retreatment has in principle to be done.
11

Please explain the statutory filing requirements including the due date. (e.g. Due date of
tax reporting, Monthly filing requirement, Annual filing requirement) at any of the 4
events highlighted in question 1 above.

At sale of underlying shares: the employee is solely responsible for reporting the potential capital gain in his/her
French income tax return of the year of sale and for paying the applicable taxes due upon receipt of the tax bill
issued by the French tax authorities.

At sale of underlying shares: the employee is solely responsible for reporting the exercise gain (and capital gain) in his/her French
income tax return of the year of sale and for paying the corresponding taxes due upon receipt of the tax bill issued by the French tax
authorities.
Generally, the filing deadline is May/June of the year following the year in which the taxable event occurs.

Generally, the filing deadline is May/June of the year following the year in which the taxable event occurs.

12

Please state the name of the tax forms to report share gains/cash payout.

Forms 2042C + 2047 and 2074 when shares are delivered by a foreign company

Forms 2042C + 2047 and 2074 when shares are delivered by a foreign company

Additionnal comments

If the shares are held on an foreign account, the employee must report the foreign account (including brokerage
accounts) on Form 3916 to be filed in the same time as the personal annual income tax return

If the shares are held on an foreign account, the employee must report the foreign account(including brokerage accounts) on Form 3916
to be filed in the same time as the personal annual income tax return

Corporate tax deduction

As a general rule, the tax deductibility of the recharged costs may be denied by the French tax authorities if the plan
does not qualify from a French commercial law perspective.
13

Is a corporate income tax deduction available in relation with the employee stock option
In such a case, the French entity could however try to qualify such recharged expenses as wage expenses and
plan? If yes, please provide explanation.
therefore support the tax deductibility of those costs based on the general conditions of deduction of the expenses
incurred in the company’s interest. This position however might be challenged by the FTAs and it is likely that the
company should have to go before the court to put forward the arguments sustaining the position. In any case, we
strongly recommend that a preliminary analysis be performed.

Example calculations
14
a.
b.

25

We refer to the next tabs for the examples
Please provide the overall net amount for the calculation for the regular tax
treatment
Please provide the overall net amount for the calculation for the favorable tax
treatment (if applicable).

Landenonderzoek belastingheffing aandelenopties

38241
33537

For French CIT purposes, a tax deduction is allowed at the level of the French entity with respect to qualified awards granted to its
employees.
In the case of a global plan, a tax deduction is allowed at the level of the French company, providing the costs incurred in respect of the
awards are actually invoiced by the foreign granting company to the French entity with respect to its French employees.
The following requirements must be met to ensure the tax deductibility of the recharged amounts in France:
- The plan must be qualifying from a French tax and commercial law perspective,
- The remitted shares must be treasury shares and not newly issued shares,
- The costs incurred by the granting company must be actually recharged.
From a French CIT perspective, the only costs that may be recharged to the French entity with respect to the granting of Awards
correspond to (i) the capital loss recognized upon the repurchase of the shares and (ii) the external/administrative costs directly linked
to the incentive plan. Note, the French guidelines do not define the deductible amount at the level of the French subsidiary by reference
to the taxable amount to be recognized at the level of the employee.

Summary of Stock Option Plan
1 The participation in the SOP is voluntary. On the Award Date, the Participant is granted an option to purchase certain number of ordinary shares of the Company (the Option Shares).
2

The Option may be exercised after any portion of the Option Shares that have become vested except that this Option may not be exercised for a fraction of a share. A vested Option, if not exercised prior to the exercise period provided, shall
terminated and no longer be exercisable.

3 The vesting period is three year vesing with annual vesting of 1/3 per year.
4 Settlement in shares
5

Taxes: A requirement of the plan is that the Company or relevant group companies should have the right to deduct or withhold, or ask the participants to remit to the Company, the amount adequate to pay all the tax amounts as regulated by the tax
laws in each local jurisdiction. The Administrator could determine in its sole discretion, in order to meet the above requirement, to allow the participants choosing let the Company to withhold the shares under the award for settlement of taxes.

6 The equity costs have been borne/cross-charged to the local entity in your country.

Tax treatment

Country name: Israel

1 When does the taxable event arise:
i) date of grant
ii) upon vesting
iii) upon exercise of stock options
iv) upon sale

If Share and tradeable options are granted under the unapproved tax track
For controlling shareholders or service provider/consultants
If non tradeable options are granted under the unapproved tax track; for options and/or shares granted under the approved tax
track - to note that the tax event is to be the earlier of the sale date or the transfer of the shares from the trustee
Unapproved tax track:
Share – at grant date – employment income; at sale – capital gain
Options – at sale - employment income
Approved tax track – ordinary income route:
Options & Shares – at sale or transfer from the trustee (the earlier) - employment income

What is the nature of income at grant / vest / exercise / settlement (e.g. employment income, capital gains, personal
income)?

Approved tax track – capital gain route:
Options & Shares - at sale or transfer from the trustee (the earlier) as follows:
For private companies:
(i) if 2 years from the grant date until tax event has lapsed ("Holding Period") – capital gain;
(ii) if a breach of the Holding Period – employment income.
For public companies including those who are to be registered within 90 days from the grant date:
(i) the excess between the average value of the company’s shares on the 30 trading days preceding the grant date or on the 30
trading days following the date of registration for trading (as the case may be) and the exercise price ("Benefit Component") –
employment income;
(ii) if Holding Period has lapsed – capital gain on the difference between the fair market value on the tax event and the Benefit
Component;
(iii) if a breach of the Holding Period – employment income.

2

For controlling shareholder, service provide, consultant – at exercise – employment income or business income as the case may
be.

How is the taxable amount calculated (i.e. formula)? Please provide a workable methodology and definitions of the
3 calculation of taxable amount and the valuation terminology if any. Please use detailed examples to explain the abovementioned formula and calculation methodology.

The excess between the fair market value at the tax event and the exercise price

Please indicate if there are any specific fair market value (FMV) requirements for the purpose of calculating the taxable
4 income (e.g. closing share price of the day, average share price of the day, average calculated over a period, please
specify the specific date or the specific period), especially taking into account that the company is an unlisted company.

No specific fair market value requirement; please see above re. Benefit Component

Unapproved tax track:
Share – at grant date – employment income – tax deduction can be recognized
Approved tax track – ordinary income route – employment income - tax deduction can be recognized
5 Are there any tax deduction items available when calculating the taxable income?

Approved tax track – capital gain route – only with respect to the Benefit Component assuming no breach of the Holding Period
Tax deduction for the employee's income classified as subject to ordinary income or the amount of the participation amounts in
which the local Israeli subsidiary was charged due to its obligation to the allocating company, whichever is lower, all in the tax
year during which the tax withholding occurred and transferred to the tax assessing officer; Chargeback is a condition for tax
deduction.

6 What will be the tax rates applicable on this income?

a.

Please provide an overview of income tax rates (and income level per bracket)

Marginal Income level (monthly in NIS)Tax rate
Up to 6,290 - 10%
6,291-9,030 - 14%
9,031-14,490 - 20%
14,491-20,140 - 31%
20,141-41,910 - 35%
41,911-53,970 - 47%
Above 53,971 - 50%* (applicable to additional 3% surtax)
Social security tax and health care tax (up to a ceiling of NIS 44,020): employer's part-7.6%, employee's part-12%

Are there any preferential/approved tax treatment for stock options income, including deduction, exemption or
7 deferment, different tax treatment e.g. capital gains taxation instead of employment income? Please provide more
details in this respect.

Yes under an approved tax treatment entitelment to capital gain - see details above
There are several requirements that must be met, among others:
-Grants made only to payroll employees (not service providers or controlling shareholder);
-Grants made under an equity incentive plan that meets the terminology of Section 102 of the ITO;
-The plan needs to be adopted and approved the authorized organ;
-The plan will need to be filled and submitted with the ITA for approval at least 30 days prior to the actual granting of awards
under the plan;
-The ITA have 90 days to approve or reject the plan;
a. If applicable, please describe the conditions which need to be met?
-The awards must be deposited and held with a local Israeli trustee as of the date of grant – implementation of such means that
the protocol of the resolution approving the actual grant will need to be delivered and accepted by the trustee within 45 days
from the date of such resolution and a signed copy of the grant letter will need to be delivered and accepted by the trustee
within 90 days from the date of such resolution;
-The awards and any exercised shares thereunder will need to be deposited and kept with the trustee until the lapse of the
Holding Period, at least;
-A sale or transfer to the awards/shares from the trustee before the end of the Holding Period ("Disqualification") will result in
an immediate tax event to be taxed as ordinary income.
Section 102 of the ITA refers specifically to two type of awards; a share and a right to receive a share which means by the ITA
and option; there is no reference or definition of RSU or SAR. Accordingly, with respect to RSU - if RSUs are to be considered as a
grant of options to underlying shares, tax event will be at the date of sale of the underlying exercised shares. However, if this is
to be considered as a grant of shares, then under the unapproved tax track, tax event will be at the date of delivery of the shares
and an additional tax event upon the date of sale of the shares. We can note that it seems, based on tax rulings provided to our
b. Are there any other preferential/approved regimes for other type of share based incentives, e.g. RSUs, SARs etc? If
clients in previous matters, that currentely, the ITA position is to classify the RSU as a grant of options and that has become the
so, for which types?
common practice; in cases where the grant was under the unapproved tax track we succeeded obtaining a tax ruling that will set
the tax event upon the date of vesting of the RSU, however this is of course subject to the facts of each certain case. With
respect to SAR – a tax ruling will need to be obtained from the ITA to determine that such type can enter Section 102 as an
equity award. Note that with respect to an Employee Share Purchase Plan ("ESPP") a tax ruling is also suggested either under an
approved or under the unapproved tax track.

8

26

Is there a tax impact on sale? If yes: How is the taxable income calculated and reported? We also refer to the
example(s).
a. What will happen in case of a capital loss?

Landenonderzoek belastingheffing aandelenopties

As mentioned above at sale there is a tax event - please see above for the various tax classifications
Most likely no tax liability

Social security and other taxes
Is there any social tax (social security) or other tax (state/regional/local, wealth or municipal taxes) payable with respect
9
to those events?
For gain classified as ordinary income - liability to social security tax and health care tax
At the tax event - gain is subject to social security tax and health care tax (up to a ceiling of NIS 44,020 of employee's monthly
i) If so, when is the tax charge due and how is it calculated?
income): employer's part-7.6%, employee's part-12%
ii)

Do both the employer and the employee have a (social) tax obligation, or only one party concerned?

Both

iii) Please provide an overview of the applicable employee and employer contributions/rates.

See above

iv) Is there a cap or wage ceiling on the social security contributions? Who is subject to an annual cap, employer,
employee or both? Please provide the caps.

See above

Employer's tax reporting obligations

Please explain the statutory filing requirements including the due date. (E.g. Due date of tax reporting, Monthly filing
requirement, Annual filing requirement) at any of the 4 events highlighted in question 1 above.

10

•Tax withholding and tax reporting are done together until the 15th of the following months - withholding of the marginal tax
and of the social contribution taxes;
•Form 106 centralizes and summarizes the data and components of all salaries received by an employee from the employer
during a tax year - the form includes, among other things, a breakdown of the payments, deposits and deductions that appeared
on the pay slips. An employer must submit the form to the employee by March 31 of each year (for the previous tax year);
•Reporting obligations regarding the grant equity awards: periodical reporting regarding the actual grant on Form 146 to be filed
by the end of the quarter during which the grant was made and an annual reporting regarding the status of the equity awards
during the said year on Form 156 to be filed by March 31 of the following year; note that under the approved tax track such
reporting obligations are on the trustee whereas under the unapproved tax track such reporting obligation is on the local Israeli
employer. Also note that Form 146 and 156 should have been an online reporting however currently the system doesn't support
such – those companies that don't want to take any exposures file a manual report.

Employee's tax reporting obligations
Please explain the statutory filing requirements including the due date. (e.g. Due date of tax reporting, Monthly filing
11 requirement, Annual filing requirement) at any of the 4 events highlighted in question 1 above.

Generaly, employees on payroll are exempt from annual tax reporting excluding an employee that his/her annual income is
above NIS 649,560 - tax report to be filed by April 30 on Form 1301.

12 Please state the name of the tax forms to report share gains/cash payout.

See q.10 above

Corporate tax deduction
Is a corporate income tax deduction available in relation with the employee stock option plan? If yes, please provide
13 explanation.

Please see above

Example calculations
14 We refer to the next tabs for the examples
a. Please provide the overall net amount for the calculation for the regular tax treatment
b. Please provide the overall net amount for the calculation for the favorable tax treatment (if applicable).

27

Landenonderzoek belastingheffing aandelenopties

37000
53280

Summary of Stock Option Plan
1 The participation in the SOP is voluntary. On the Award Date, the Participant is granted an option to purchase certain number of ordinary shares of the Company (the Option Shares).
2

The Option may be exercised after any portion of the Option Shares that have become vested except that this Option may not be exercised for a fraction of a share. A vested Option, if not exercised prior to the exercise period
provided, shall terminated and no longer be exercisable.

3 The vesting period is three year vesting with annual vesting of 1/3 per year.
4 Settlement in shares
Taxes: A requirement of the plan is that the Company or relevant group companies should have the right to deduct or withhold, or ask the participants to remit to the Company, the amount adequate to pay all the tax amounts
5 as regulated by the tax laws in each local jurisdiction. The Administrator could determine in its sole discretion, in order to meet the above requirement, to allow the participants choosing let the Company to withhold the shares
under the award for settlement of taxes.
6 The equity costs have been borne/cross-charged to the local entity in your country.

Tax treatment

Country name: Portugal

1 When does the taxable event arise:
i) date of grant
ii) upon vesting
iii) upon exercise of stock options
iv) upon sale

Upon exercise of the stock options. Taxation may also arise upon disposal, financial settlement of the
options or waiver of the options for consideration, but it shall be assumed that these events will not
occur. It shall also be assumed that the employees are tax resident of Portugal at all times during the
period from grant of the options to disposal of the shares.

What is the nature of income at grant / vest / exercise / settlement (e.g. employment income, capital gains, personal
2 income)?

Employment income.

How is the taxable amount calculated (i.e. formula)? Please provide a workable methodology and definitions of the
3 calculation of taxable amount and the valuation terminology if any. Please use detailed examples to explain the abovementioned formula and calculation methodology.

Taxable income = FMV of the shares at exercise date - Cost paid by the employee to exercise the options
and acquire the shares - Any amount paid by the employee to acquire the options

Please indicate if there are any specific fair market value (FMV) requirements for the purpose of calculating the taxable
4 income (e.g. closing share price of the day, average share price of the day, average calculated over a period, please
specify the specific date or the specific period), especially taking into account that the company is an unlisted company.

No specific rule hence general rules should apply. The following rules should be considered (in a
sequential order) to determine FMV: a) official price, b) purchase official price, c) market value under
arm's length conditions. Thus, there may be some flexibility to consider the closing share price of the
day of exercise (for listed companies) or a marked valued appraised by a third party (for unlisted
companies).

5 Are there any tax deduction items available when calculating the taxable income?

Please refer to the formula above.

6 What will be the tax rates applicable on this income?
a.
Please provide an overview of income tax rates (and income level per bracket)

Tax rates for resident individuals vary between 14.5% and 53%. This includes the general progressive
rates up to 48% plus a solidarity surcharge of 2.5% (for annual taxable income between €80k and €250k)
or 5% (for annual taxable income above €250k). See tax rates on the right hand side.

Are there any preferential/approved tax treatment for stock options income, including deduction, exemption or
7 deferment, different tax treatment e.g. capital gains taxation instead of employment income? Please provide more
details in this respect.
Yes, 50% relief for capital gains hence taxation at 14% (50% x 28%). This is not related to stock options
a. If applicable, please describe the conditions which need to be met?
but rather applies to all capital gains on shares from unlisted micro or small companies.
b. Are there any other preferential/approved regimes for other type of share based incentives, e.g. RSUs, SARs etc? If
so, for which types?
8

Is there a tax impact on sale? If yes: How is the taxable income calculated and reported? We also refer to the
example(s).
a. What will happen in case of a capital loss?

Yes, capital gains or losses will be computed. Capital loss can be used against capital gains of a similar
nature in the year concerned. However, the offset to certain capital gains (in the year concerned) or
similar gains (in a 5-year period) will require some elections. As a rule, capital gains on shares are taxed
at 28%.
Capital gain or loss = Sales proceeds - FMV of the shares at exercise date x Monetary coefficient -

Social security and other taxes
Is there any social tax (social security) or other tax (state/regional/local, wealth or municipal taxes) payable with respect
9
to those events?
No social security if share settled.
i) If so, when is the tax charge due and how is it calculated?
ii)

Do both the employer and the employee have a (social) tax obligation, or only one party concerned?

iii) Please provide an overview of the applicable employee and employer contributions/rates.
iv) Is there a cap or wage ceiling on the social security contributions? Who is subject to an annual cap, employer,
employee or both? Please provide the caps.
Employer's tax reporting obligations
Please explain the statutory filing requirements including the due date. (E.g. Due date of tax reporting, Monthly filing
10 requirement, Annual filing requirement) at any of the 4 events highlighted in question 1 above.

Share plans trigger a specific annual reporting until 30th June of the year following that of grant and
exercise. Payroll reporting should also occur until the 10th day of the month following that of exercise.
The employment benefit amount should be included in the annual wage statement to be delivered to
the employee until 20th January of the year following that of exercise. A withholding tax exemption is
available for benefits in kind (including stock options benefits settled in shares).

Employee's tax reporting obligations
Please explain the statutory filing requirements including the due date. (e.g. Due date of tax reporting, Monthly filing
11 requirement, Annual filing requirement) at any of the 4 events highlighted in question 1 above.
12 Please state the name of the tax forms to report share gains/cash payout.

The employee should file an annual income tax return (Modelo 3) between 1st April and 30th June of
the year following that to which the income respects. Employment income, dividends and capital gains
should be reported.
Capital gains should be reported in appendix G (Portuguese shares) or in appendix J (foreign shares), of
the annual income tax return (Modelo 3).

Corporate tax deduction
Is a corporate income tax deduction available in relation with the employee stock option plan? If yes, please provide
13 explanation.

Yes, provided the cost is borne by the local employer. The deduction can be claimed in the year the
employee is taxed on the benefit and, generally, should not exceed the amount being taxed for the
employee.

Example calculations
14 We refer to the next tabs for the examples
a. Please provide the overall net amount for the calculation for the regular tax treatment
b. Please provide the overall net amount for the calculation for the favorable tax treatment (if applicable).

28

Landenonderzoek belastingheffing aandelenopties

41030
44530

Summary of Stock Option Plan
1 The participation in the SOP is voluntary. On the Award Date, the Participant is granted an option to purchase certain number of ordinary shares of the Company (the Option Shares).
2

The Option may be exercised after any portion of the Option Shares that have become vested except that this Option may not be exercised for a fraction of a share. A vested Option, if not exercised prior to the exercise period provided, shall terminated and no longer be
exercisable.

3 The vesting period is three year vesing with annual vesting of 1/3 per year.
4 Settlement in shares
5

Taxes: A requirement of the plan is that the Company or relevant group companies should have the right to deduct or withhold, or ask the participants to remit to the Company, the amount adequate to pay all the tax amounts as regulated by the tax laws in each local
jurisdiction. The Administrator could determine in its sole discretion, in order to meet the above requirement, to allow the participants choosing let the Company to withhold the shares under the award for settlement of taxes.

6 The equity costs have been borne/cross-charged to the local entity in your country.

Tax treatment

Country name: United Kingdom

1 When does the taxable event arise:
i) date of grant
ii) upon vesting
iii) upon exercise of stock options
iv) upon sale

Upon exercise of stock options

What is the nature of income at grant / vest / exercise / settlement (e.g. employment income, capital gains, personal
2 income)?

No income tax is due at grant or vest. At exercise income tax will be due on the taxable value. At sale capital gains tax will be due on any capital gain that
arises.

How is the taxable amount calculated (i.e. formula)? Please provide a workable methodology and definitions of the
3 calculation of taxable amount and the valuation terminology if any. Please use detailed examples to explain the abovementioned formula and calculation methodology.

The taxable amount = Full Market Value (FMV) of the shares at the date of exercise - the exercise price.

Please indicate if there are any specific fair market value (FMV) requirements for the purpose of calculating the taxable
4 income (e.g. closing share price of the day, average share price of the day, average calculated over a period, please
specify the specific date or the specific period), especially taking into account that the company is an unlisted company.

As the shares are not listed a valuation will be required each time shares are acquired to support the price at which the shares are being acquired. Note that
there is no formal obligation to obatin a valuation from a third party, but there is a requirement to use a "best estimate" of value in situations where income
tax withholding (or National Insurance) is due.

5 Are there any tax deduction items available when calculating the taxable income?

No (except costs of acquiring the option, if any)
The 2020/21 UK income tax rates are as follows:
20%
40%
45%

From GBP 0 to GBP 37,500
From GBP 37,501 to GBP 150,000
Above GBP 150,000

The 2020/21 Scotland income tax rates are as follows:
6 What will be the tax rates applicable on this income?

19%
20%
21%
41%
46%

From GBP 0 to GBP 2,085
From GBP 2,086 to GBP 12,658
From GBP 12,659 to GBP 30,930
From GBP 30,931 to GBP 150,000
Above GBP 150,000

A personal allowance of £12,500 per annum is available for individuals earning up to £100,000. The personal allowance is reduced by £1 for every £2 of
income above this limit.
a.

Please provide an overview of income tax rates (and income level per bracket)

Are there any preferential/approved tax treatment for stock options income, including deduction, exemption or
7 deferment, different tax treatment e.g. capital gains taxation instead of employment income? Please provide more
details in this respect.

Yes, there are tax advantaged stock option plans in the UK.
Tax advantaged plans are not subject to income tax or National Insurance on exercise. Instead, shares are subject to capital gains tax on sale. Note that
there are two types of discretionary tax advantaged plan in the UK, known as "Company Share Option Plan (CSOP)" and "Enterprise Management Incentive
(EMI)".

For CSOP, the period between grant and exercise should be at least 3 years, the exercise price must be at least equal to the value of the share under option
at grant, and the maximum value of shares under option (measured at the date of grant) is £30,000. There are also a umber of technical requirements. EMI
options are only available to smaller companies.
For EMI, there is no minimum time period prior to exercise. In order to obtain full tax advantaged treatment, the exercise price must be at least equal to the
value of the share at the date of grant (however EMI options can be granted at a discount, with reduced tax advatages). The maximum value of shares
under an EMI option (measured at the time of grant) is £250,000. There are also a number of technical requirements.
b. Are there any other preferential/approved regimes for other type of share based incentives, e.g. RSUs, SARs etc? If Note that shares acquired under EMI plans may also benefit from Business Asset Disposable Relief, which further reduces the effective capital gains tax rate
so, for which types?
on sale.
a.

If applicable, please describe the conditions which need to be met?

Yes, when the shares are sold capital gains tax is due on any capital gains realised.
Is there a tax impact on sale? If yes: How is the taxable income calculated and reported? We also refer to the
8
example(s).

a.

What will happen in case of a capital loss?

Capital gain = Sale proceeds - market value of the shares at exercise and any costs
Capital gains are taxed at marginal CGT rates, up to a maximum rate of 20%.
An annual capital gains tax free allowance of £12,300 applies for the 2020/21 tax year
Capital losses can be offset against capital gains to reduce the total gain subject to tax. Capital losses can be claimed for up to 4 year after the end of the tax
year in which the shares were sold

Social security and other taxes
Is there any social tax (social security) or other tax (state/regional/local, wealth or municipal taxes) payable with respect
9
to those events?
Yes, social security (known as National Insurance Contributions "NIC") apply in the UK
i) If so, when is the tax charge due and how is it calculated?
NIC will be due at exercise
ii)

Do both the employer and the employee have a (social) tax obligation, or only one party concerned?

Both the employer and employee have a NIC obligation
The 2020/21 UK (including Scotland) NIC rates are as follows:

iii) Please provide an overview of the applicable employee and employer contributions/rates.

Employee’s
12%
From GBP 9,500 to GBP 50,000
2%
Above GBP 50,000
Employer’s
13.8%
Above GBP 8,788

iv) Is there a cap or wage ceiling on the social security contributions? Who is subject to an annual cap, employer,
employee or both? Please provide the caps.

See above

Employer's tax reporting obligations
Please explain the statutory filing requirements including the due date. (E.g. Due date of tax reporting, Monthly filing
10 requirement, Annual filing requirement) at any of the 4 events highlighted in question 1 above.
Employee's tax reporting obligations
Employer
Full Payment Submission - Applicable at exercise
Due date: Within 14 days of the end of the tax month of exercise.
Description: Reporting of employment income and amounts of income tax and NIC due under Real Time Information (RTI). Although RTI reporting is
generally required on or before payment, there is currently an easement in the case of share based payments, so that reporting can be made within 14 days
of the end of the tax month in which the tax point arises or if earlier when PAYE is operated.

Please explain the statutory filing requirements including the due date. (e.g. Due date of tax reporting, Monthly filing
requirement, Annual filing requirement) at any of the 4 events highlighted in question 1 above.

P60
Due date: 31 May following the end of the tax year.
Description: Reports details of gross pay and income tax and NIC withheld to participants.
Annual online return for non-tax advantaged share plans (ERS online service) - Applicable at grant and exercise
Due date: 6 July following the end of the tax year.
Description: Details reportable events in relation to shares and securities. The return needs to be made via HMRC online services.
Employee
Self-assessment tax return - SA100 (and appropriate additional sections)
Due date: 31 October (paper filing) or 31 January (online filing) following the end of the tax year. The participant should account for any tax due in
connection with the shares by 31 January following the end of the tax year.
Description: Declaration to HMRC of income and capital gains recognised during the tax year.

11
12 Please state the name of the tax forms to report share gains/cash payout.

29

See above

Landenonderzoek belastingheffing aandelenopties

Corporate tax deduction

Is a corporate income tax deduction available in relation with the employee stock option plan? If yes, please provide
explanation.

13

A corporate tax deduction would be available if the following conditions are met:
•The shares must be ordinary share capital, fully paid up and non-redeemable;
•The shares must be listed on a recognised stock exchange or be in a company that is not under the control of another company (unless that other company
is listed on a recognised stock exchange);
•The grant must be for the purpose of the business of the employing company, which must be within the charge to UK corporation tax;
•Shares acquired must be shares in the employing company or a company which at the time of grant/award is a parent company of the employing company;
and
•The employee is subject to UK income tax on the shares award (or would be if they were resident in the UK and carried out their duties in the UK).
•Where the statutory corporation tax deduction is not available (for example, because one of the statutory conditions is not met), the local employing entity

Example calculations
Note - calculations assume highest marginal rates of tax, and do not take into account the annual allowance for capital gains tax.
14 We refer to the next tabs for the examples
a. Please provide the overall net amount for the calculation for the regular tax treatment
b. Please provide the overall net amount for the calculation for the favorable tax treatment (if applicable).

30

Landenonderzoek belastingheffing aandelenopties

46770
60200

Summary of Stock Option Plan
1 The participation in the SOP is voluntary. On the Award Date, the Participant is granted an option to purchase certain number of ordinary shares of the Company (the Option Shares).
2 The Option may be exercised after any portion of the Option Shares that have become vested except that this Option may not be exercised for a fraction of a share. A vested Option, if not exercised prior to the exercise period provided, shall terminated and no longer be exercisable.
3 The vesting period is three year vesing with annual vesting of 1/3 per year.
4 Settlement in shares
5

Taxes: A requirement of the plan is that the Company or relevant group companies should have the right to deduct or withhold, or ask the participants to remit to the Company, the amount adequate to pay all the tax amounts as regulated by the tax laws in each local jurisdiction. The
Administrator could determine in its sole discretion, in order to meet the above requirement, to allow the participants choosing let the Company to withhold the shares under the award for settlement of taxes.

6 The equity costs have been borne/cross-charged to the local entity in your country.
7 No cross-border implications were considered.
8 Note we have discussed the taxation of both standard "nonqualified stock options" as well as qualified "Incentive Stock Options". Incentive Stock Options are subject to additional qualification requirements and grant limitations.

Tax treatment

Country name: UNITED STATES

1 When does the taxable event arise:
i) date of grant
ii) upon vesting
iii) upon exercise of stock options
iv) upon sale

What is the nature of income at grant / vest / exercise / settlement (e.g. employment income, capital gains, personal
income)?

2

For Incentive Stock Options (ISO - qualified awards): at sale of stock following exercise
For Nonqualified stock options (NSO): upon exercise of stock option

For ISO:
1) For ISO under qualifying disposition: capital gain (or loss) income
2) For ISO under disqualifying disposition:
a) Employment income on the lesser of: (i) the gain at the time the option was exercised, calculated as the difference between the fair market value on the date of exercise
and the amount paid to exercise the ISO; and (ii) the actual gain on the sale, calculated as the difference between the gross sales price and the amount paid to exercise the
ISO.
b) Capital gain (or loss) from sale of shares (if (ii) is not used above).
For NSO: employment income

How is the taxable amount calculated (i.e. formula)? Please provide a workable methodology and definitions of the
3 calculation of taxable amount and the valuation terminology if any. Please use detailed examples to explain the abovementioned formula and calculation methodology.

For ISO:
1) qualifying disposition: FMV at sale - exercise price = taxable income
2) disqualifying disposition:
a) employment income - lesser of:
(i) FMV at exercise date - exercise price = taxable income; or
(ii) FMV at sale - exercise price = taxable income
b) capital gain: FMV at sale - FMV at exercise = taxable income
For NSO: FMV at exercise date - exercise price = taxable income

For listed companies: FMV may be based on actual trading price of the transaction day of or prior day's trading prices (e.g., open, close, average, weighted trading average)

Please indicate if there are any specific fair market value (FMV) requirements for the purpose of calculating the taxable
4 income (e.g. closing share price of the day, average share price of the day, average calculated over a period, please
specify the specific date or the specific period), especially taking into account that the company is an unlisted company.

For unlisted companies:
The regulations set forth factors that must be taken into account in determining FMV, including the value of assets (both tangible and intangible), the present value of
anticipated future cashflows, the market value of stock or equity interests in similar corporations, or equity interests in similar corporations or other entities engaged in
substantially similar trades or businesses. In addition, the valuation may reflect control premiums or discounts for lack of marketability. The valuation may be used for up to
12 months, but it must be updated to reflect information that materially affects the corporation's value, such as the resolution of litigation or the issuance of a patent.
The regulations also provide safe-harbor valuation methods. When one of these safe harbors is used in lieu of the general valuation approach describe above, the valuation
is presumed to be reasonable. The IRS may rebut the presumption only if the valuation is "grossly unreasonable."
There are three safe-harbor methods:
1) Appraisal by an independent party;
2) Appraisal by a qualified individual who does not have to be independent (available only for start-up companies); and
3) Formula value.

5 Are there any tax deduction items available when calculating the taxable income?

No

6 What will be the tax rates applicable on this income?
For 2021:
1. Ordinary income (including employment income)

a.

Please provide an overview of income tax rates (and income level per bracket)

37% for income over $523,600 ($628,300 for married couples filing jointly);
35% for incomes over $209,425 ($418,850 for married couples filing jointly);
32% for incomes over $164,925 ($329,850 for married couples filing jointly);
24% for incomes over $86,375 ($172,750 for married couples filing jointly);
22% for incomes over $40,525 ($81,050 for married couples filing jointly);
12% for incomes over $9,950 ($19,900 for married couples filing jointly).
The lowest rate is 10% for incomes of single individuals with incomes of $9,950 or less ($19,900 for married couples filing jointly).
2. Capital gain
20% for income over $445,850 ($501,600 for married couples filing jointly);
15% for income over $40,400 ($80,800 for married couples filing jointly);
0% for income over $0 ($0 for married couples filing jointly).
Net short-term capital gains are subject to taxation as ordinary income at graduated tax rates.

Are there any preferential/approved tax treatment for stock options income, including deduction, exemption or
7 deferment, different tax treatment e.g. capital gains taxation instead of employment income? Please provide more
details in this respect.

a.

If applicable, please describe the conditions which need to be met?

To qualify as an ISO:
1) The terms of the option must not provide that the option will not be treated as an ISO.
2) The option must be granted to an individual in connection with that person's employment by the corporation granting the option.
3) The option must be for the purchase of stock of the employer or a related corporation.
4) The option must be granted under a formal plan (which may be in written or electronic form) that is approved by shareholders of the granting corporation within 12
months before or after the date the plan is adopted by the corporation.
5) The plan under which the ISO is granted must include:
a) the maximum aggregate number of shares which may be issued through the exercise of ISOs; and
b) the employees or class of employees who are eligible to receive options or other stock-based awards under the plan (and if non-employees are eligible to receive awards
under the plan, the plan must separately designate the employees or class of employees eligible to receive ISOs).
6) The option must be granted within ten years from the earlier of:
a) the date the plan was adopted; or
b) the date the plan was approved by shareholders.
7) The terms of the option must state that the option is not exercisable beyond ten years after the date the option was granted (or five years after the option was granted to
an employee who owns shares accounting for 10% or more of the total combined voting power of all classes of stock of the corporation, its parent or its subsidiary (10%
shareholder)).
8) The exercise price of the option must not be less than:
a) the fair market value of the underlying shares on the grant date for employees who are not 10% shareholders; or
b) 110% of the fair market value of the underlying shares on the grant date for employees who are 10% shareholders.
9) The terms of the option must:
a) prohibit the transfer of the option by the employee, other than by will or the laws of descent and distribution; and
b) provide that the option is exercisable only by the employee during the employee's lifetime.
10) For each employee, the aggregate fair market value (determined as of the grant date) of ISOs that become exercisable for the first time in any calendar year cannot
exceed $100,000.
11) The option holder must be an employee of the corporation granting the option or a related corporation at all times during the period beginning on the grant date and
ending on the date that is three months before the date of exercise. This means that, except in the case of the employee's termination due to death or permanent and total
disability, if the option holder's employment terminates, the option holder must exercise the option no later than three months after the employee's termination date.
12) If the employee's employment terminates due to permanent and total disability, the option must be exercised no later than one year after the employee's termination
date.
13) If the employee's employment terminates due to death, the option holder's heirs can exercise the option until the option's expiration date.

b. Are there any other preferential/approved regimes for other type of share based incentives, e.g. RSUs, SARs etc.? If
so, for which types?
No

8

Is there a tax impact on sale? If yes: How is the taxable income calculated and reported? We also refer to the
example(s).

a.

31

What will happen in case of a capital loss?

Sale:
1) For ISO under qualifying disposition: capital gain (or loss) income only (FMV at sale - exercise price = taxable income);
2) For ISO under disqualifying disposition: capital gain (or loss) from sale of shares (FMV at sale - FMV at exercise = taxable income);
3) For NSO: capital gain (or loss) from sale of shares (FMV at sale - FMV at exercise = taxable income).
Capital gain loss can be offset from capital gain income. The term "net capital gain" means the amount by which net long-term capital gain for the year is more than net
short-term capital loss for the year. The term "net long-term capital gain" means long-term capital gains reduced by long-term capital losses including any unused long-term
capital loss carried over from previous years.
If capital losses exceed capital gains, the amount of the excess loss that can be claimed to lower ordinary income is the lesser of $3,000 ($1,500 if married filing separately) or
total net loss.

Landenonderzoek belastingheffing aandelenopties

Social security and other taxes
Social taxes: NSO exercises are subject to social taxes. ISOs are exempt from social taxes (either upon a qualifying or disqualifying disposition.
9

Is there any social tax (social security) or other tax (state/regional/local, wealth or municipal taxes) payable with respect Capitial gains taxation may be subject to a Net Investment Income Tax of 3.8% for single taxpayer with modified adjusted gross income over $200,000 ($250,000 for married
to those events?
taxpayers filing jointly.
State and local income taxes may apply depend on residency of the individual.

i)

If so, when is the tax charge due and how is it calculated?

ii)

Do both the employer and the employee have a (social) tax obligation, or only one party concerned?

For ISO:
1) Qualifying disposition - none;
2) Disqualifying disposition: at sale, but no withholding will be done by employer, employee is required to report income and pay taxes on the annual tax return (income is
calculated in the same way as income for tax purposes).
For NSO: at exercise ((income is calculated in the same way as income for tax purposes).
Yes, both.
Social taxes are calculated as follows

iii) Please provide an overview of the applicable employee and employer contributions/rates.

Employee:
Social Security: 6.20% up to income of $142,800 (for 2021)
Medicare: 1.45% uncapped
Additional Medicare: 0.90% on income over $200,000 (2.35% total)
Employer:
Social Security: 6.20% up to income of $142,800 (for 2021)
Medicare:1.45% uncapped

iv) Is there a cap or wage ceiling on the social security contributions? Who is subject to an annual cap, employer,
employee or both? Please provide the caps.

See above.

Employer's tax reporting obligations

Please explain the statutory filing requirements including the due date. (E.g. Due date of tax reporting, Monthly filing
requirement, Annual filing requirement) at any of the 4 events highlighted in question 1 above.

For ISO:
1) Qualifying disposition at the time of exercise: Employer has reporting obligation. Form 3921:
- copy to be provided to employee aby January 31 of the year following the year of exercise;
- copy to be provided to IRS by February 28 of the year following the year of exercise (if filed electronically, the due date is March 31).
2) Disqualifying disposition:
a) at the time of exercise: Employer has reporting obligation at the time of the exercise. Form 3921:
- copy to be provided to employee aby January 31 of the year following the year of exercise;
- copy to be provided to IRS by February 28 of the year following the year of exercise (if filed electronically, the due date is March 31).
b) at the time of sale: Employer has reporting obligation for employment income. Form W-2:
- copy to be provided to employee aby January 31 of the year following the year of sale;
- copy to be provided to IRS by January 31 of the year following the year of sale.
For NSO:
at the time of exercise: Employer has reporting obligation for employment income. Form W-2:
- copy to be provided to employee aby January 31 of the year following the year of exercise;
- copy to be provided to IRS by January 31 of the year following the year of exercise.

10
Employee's tax reporting obligations
Please explain the statutory filing requirements including the due date. (e.g. Due date of tax reporting, Monthly filing
11 requirement, Annual filing requirement) at any of the 4 events highlighted in question 1 above.

Employee needs to report both his employment income and his capital gain income on Form 1040 due by April 15 of the year following the year of income (exercise or dale).
An automatic extension until October 15 to file Form 1040 can be obtained by filing Form 4868.

12 Please state the name of the tax forms to report share gains/cash payout.

Form 1040

Corporate tax deduction
Is a corporate income tax deduction available in relation with the employee stock option plan? If yes, please provide
13 explanation.

An employer can claim a tax deduction for the ordinary income portions described above (i.e., exercise of a NSO or ISO disqualifying disposition)

Example calculations
14 We refer to the next tabs for the examples
a. Please provide the overall net amount for the calculation for the regular tax treatment
b. Please provide the overall net amount for the calculation for the favorable tax treatment (if applicable).

32

Landenonderzoek belastingheffing aandelenopties

$48,769
Qualifing disposition $56388/ Disqualifing disposition $49920

Summary of Stock Option Plan
1 The participation in the SOP is voluntary. On the Award Date, the Participant is granted an option to purchase certain number of ordinary shares of the Company (the Option Shares).
2

The Option may be exercised after any portion of the Option Shares that have become vested except that this Option may not be exercised for a fraction of a share. A vested Option, if not exercised prior to the exercise period
provided, shall terminated and no longer be exercisable.

3 The vesting period is three year vesing with annual vesting of 1/3 per year.
4 Settlement in shares
Taxes: A requirement of the plan is that the Company or relevant group companies should have the right to deduct or withhold, or ask the participants to remit to the Company, the amount adequate to pay all the tax amounts
5 as regulated by the tax laws in each local jurisdiction. The Administrator could determine in its sole discretion, in order to meet the above requirement, to allow the participants choosing let the Company to withhold the shares
under the award for settlement of taxes.
6 The equity costs have been borne/cross-charged to the local entity in your country.

Tax treatment

Country name: Sweden
1) From a Swedish perspective, the limitations (or the absence of limitations) in the ownership of the
option will have an effect on practically all of the below questions.

When does the taxable event arise:

1
i) date of grant
ii) upon vesting
iii) upon exercise of stock options
iv) upon sale
What is the nature of income at grant / vest / exercise / settlement (e.g. employment income, capital gains, personal
income)?
l

The Swedish input below is based on the assumption that the employee is not permitted to sell the
options after grant and that continued employment until exercise is required, else all options are
forfeited - which is often common in similar stock option plans based on our experience. See answer in
question 7 as an example of what could apply otherwise.
iii) Upon exercise of the stock options

Grant: N/A
Vest: N/A
Exercise/Settlement: Employment income, should be the same date
The taxable benefit is the difference between what the employee receives from exercising and what the
employee pays upon exercising the stock option.

How is the taxable amount calculated (i.e. formula)? Please provide a workable methodology and definitions of the
3 calculation of taxable amount and the valuation terminology if any. Please use detailed examples to explain the abovementioned formula and calculation methodology.

Calculated with the following formula:
(Fair market value of the shares) less (the strike price for exercising) = taxable benefit value
The fair market value is generally the average share price of the share on the date of exercise.

Please indicate if there are any specific fair market value (FMV) requirements for the purpose of calculating the taxable
4 income (e.g. closing share price of the day, average share price of the day, average calculated over a period, please
specify the specific date or the specific period), especially taking into account that the company is an unlisted company.

Not stipulated in Swedish tax law, but the generally applied practice is that it is the average share price
of the day.

5 Are there any tax deduction items available when calculating the taxable income?

No

6 What will be the tax rates applicable on this income?

a.

Please provide an overview of income tax rates (and income level per bracket)

Are there any preferential/approved tax treatment for stock options income, including deduction, exemption or
7 deferment, different tax treatment e.g. capital gains taxation instead of employment income? Please provide more
details in this respect.

a.

If applicable, please describe the conditions which need to be met?

b. Are there any other preferential/approved regimes for other type of share based incentives, e.g. RSUs, SARs etc? If
so, for which types?

Progressive tax rates for employment income depending on where the individual lives and how much
they earn.
Withholding of preliminary taxes: Ranging from 0-57%. When the yearly income exceeds SEK 644 501,
the rate is 57%.
Final taxation for the individual: Municipal rates between 29 and 36% for income between SEK 0 and SEK
537 200. On income exceeding 537 200, an additional 20% of state taxes are levied. If the individual
should also pay church fees, the highest marginal tax rate is 57%.
There is a difference between employee stock options (Sw: Personaloptioner) and stock options that are
considered securities for Swedish tax purposes.
If the options acquired at grant are deemed to be securities (often warrants or call options), the taxable
event is not as described above but at the date of grant. If the price paid for the option is equal to the
FMV (FMV determined using the Black & Scholes method), no taxable benefit arises, the employee has
The assessment of if an option is an acquired security for Swedish tax purposes has to be made on a
case by case basis, but is generally based on if the individual is in any way restricted in what they are
allowed to do with the option. If there is no requirement of continued employment and the employee
can choose to sell the option whenever they want after grant, it will normally be considered a security.
For certain companies employee stock options may be considered tax free. It is not possible for us to
fully cover all requirements in this matrix as the legislation is complex and very detailed, but examples
contain:
The company (and/or company group) is of a limited size (less than 50 employees and partners during
the year the QESO is acquired by the employee) and the net sales are less than SEK 80 000 000, must be
an unlisted company, must not be directly or indirectly owned to 25% of the state, cannot aim to
generate income through passive business activities and cannot perform certain types of business
activities (bank or financing, insurance, coal or steel production and others), must not have been active
for more than 10 years. There are also conditions both on the stock option in it self as well as for the
participant in the plan.
Note: The legislation has since its introduction during 2018 not led to the intended results. During late
2020 a proposal for changes regarding the QESO rules was issued. The proposed changes cover both
requirements on the company (number of employees+net sales), the requirements on the participants
as well as the requirements on the structure of the employee stock options. The implementation date
Yes, capital gains tax of 30% on listed shares. For unlisted shares, the capital gains tax is reduced to 25%.
The capital gain on shares sold after being acquired through exercising an option is calculated by:
(Selling price of the shares) less (exercise price of the options + value taxed as a benefit).

Is there a tax impact on sale? If yes: How is the taxable income calculated and reported? We also refer to the
8
example(s).

In a situation where the FMV of a share is 100 on exercise and the strike price is 10, and the shares are
later sold for 200, the calculation would be as follows:
1) Exercise: 100 - 10 = Taxable benefit value of 90. Total price paid for the share is 90+10.
2) Selling the share: 200 - 100 = Capital gain of 100.
3a) Taxes on the capital gain if share is listed: 100*0,3 = 30
4a) Taxes on the capital gain if share is not listed: 100*0,25 = 25
Note that the above calculation is under the assumption that no other shares in the same company
were owned prior to exercising the stock options or purchased after exercise but before selling the
shares. If other shares are held upon selling, an average acquisition cost needs to be calculated and this

33

Landenonderzoek belastingheffing aandelenopties

As a first step, the capital loss is set off against capital gains on other securities.
For listed shares, 100% of the loss may be set off against gains on other securities.
For non-listed shares, 5/6ths of the loss may be set of against gains on other securities.
If a set off against other securities is not possible or only partially possible, 70% of the loss (or remaining
loss) is used to lower the overall capital gain/loss. Note that for non-listed securities, the 70% is
calculated after adjusting it to 5/6ths (loss/6*5*0,7).
a.

What will happen in case of a capital loss?

If there is an overall loss in the income type of capital after all capital gains and losses have been
summarized, a tax reduction towards employment income is allowed:
For total capital losses between SEK 0 and SEK 100 000, 30% tax reduction
For capital losses exceeding 100 000
E.g. a capital loss of SEK 200 000 would generate a tax reduction of (SEK 100 000*0,3)+(SEK 100
000*0,21) = SEK 51 000.

Social security and other taxes
Is there any social tax (social security) or other tax (state/regional/local, wealth or municipal taxes) payable with respect Assuming that "those events" are the items in question 1/2:
9
to those events?
Yes, municipal tax, state tax (if applicable) and employer social security charges
Employer must withhold taxes in accordance with one-time tax tables, ranging from 0% to 57%.
i) If so, when is the tax charge due and how is it calculated?
Employer must pay social security contributions of 31,42%
Both of the above are due for payment on the 12th following the month of the taxable event.

ii)

Do both the employer and the employee have a (social) tax obligation, or only one party concerned?

iii) Please provide an overview of the applicable employee and employer contributions/rates.
iv) Is there a cap or wage ceiling on the social security contributions? Who is subject to an annual cap, employer,
employee or both? Please provide the caps.

In practice, only employer social security charges due. The employee has a technical social security
charge which is automatically added in the tax return, but it is currently fully deductible resulting in a 0
sum game and no employee social security charges.
Employer social security charges: 31,42%
Employee social security charges: N/A

No cap.

Employer's tax reporting obligations
Please explain the statutory filing requirements including the due date. (E.g. Due date of tax reporting, Monthly filing
10 requirement, Annual filing requirement) at any of the 4 events highlighted in question 1 above.

Monthly PAYE reporting on an individual level. Due date is the 12th of the following month.

Employee's tax reporting obligations
Please explain the statutory filing requirements including the due date. (e.g. Due date of tax reporting, Monthly filing
11 requirement, Annual filing requirement) at any of the 4 events highlighted in question 1 above.

12

Please state the name of the tax forms to report share gains/cash payout.

Employee must file annual tax return in the beginning of May the year after the income year. The
taxable benefit will already be reported by the employer and pre-printed in the tax return.
If the employee has exercised an option and then sold the shares, the selling of shares triggers an
additional filing requirement (form K4) to be included in the tax return.

Corporate tax deduction
Is a corporate income tax deduction available in relation with the employee stock option plan? If yes, please provide
13 explanation.

Yes, the deduction should be based on the cost/recharge amount, employer social taxes and reasonable
expenses.

Example calculations
14 We refer to the next tabs for the examples
a. Please provide the overall net amount for the calculation for the regular tax treatment
b. Please provide the overall net amount for the calculation for the favorable tax treatment (if applicable).

34

Landenonderzoek belastingheffing aandelenopties

40820
55500

EY | Assurance | Tax | Transactions | Advisory
About EY
EY is a global leader in assurance, tax, transaction and advisory services. The insights and quality
services we deliver help build trust and confidence in the capital markets and in economies the world
over. We develop outstanding leaders who team to deliver on our promises to all of our stakeholders.
In so doing, we play a critical role in building a better working world for our people, for our clients and
for our communities.
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Young Global Limited, each of which is a separate legal entity. Ernst & Young Global Limited, a UK
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About EY’s People Advisory Services
In today’s market, people make the difference between success and failure. As your organization
grows, getting the right people in the right place when you need them is what gives you competitive
advantage. Our performance and reward professionals help you design compensation programs and
equity incentives that really engage your key people. Our global mobility team advises many of the
world’s largest global employers — as well as those just venturing into their first foreign country. We
help you meet your executive tax compliance obligations, stay on top of regulatory change, manage
your global talent effectively and improve your function’s strategic alignment. Let us help your
organization achieve its potential by turning complexity into competitive advantage. It’s how EY
makes a difference.
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