The tax point for RSU delivery
In most European countries, RSUs are taxed as ordinary employment income at the point the shares are actually delivered, valued at the market price on that date. If shares are later sold at a higher price, that additional gain is typically taxed separately as a capital gain, based on the value at delivery as the new cost basis, with the exact rate depending on the equity tax rules of the employee's country.
For example, if 1,000 RSUs vest and deliver when shares are worth 10.00 EUR each, the employee has 10,000 EUR of taxable employment income at that point, regardless of whether they sell the shares. If they later sell at 15.00 EUR, the additional 5,000 EUR gain is taxed under capital gains rules, a pattern that also shapes how RSUs for startups are usually structured.
Managing tax liabilities for illiquid private shares
The core problem for RSU holders at private companies is that tax is often due at vesting or delivery, but there may be no market to sell shares and raise the cash to pay that tax. This is the dry income problem, and it is a major reason many private companies use double trigger vesting, which delays both delivery and the tax point until a liquidity event provides the cash to cover the bill.
| Structure | Tax point | Dry income risk |
|---|---|---|
| Single trigger RSU at private company | At time-based vesting | High, no market to sell into |
| Double trigger RSU at private company | At liquidity event | Low, cash or tradable shares available then |
| RSU at public company | At vesting | Low, shares can be sold on the open market immediately |
National tax rules for RSU delivery in Europe
- UK: RSUs are taxed as employment income through PAYE at vesting, with employer withholding obligations, similar to a cash bonus.
- Germany: RSU delivery is generally treated as a taxable benefit in kind at the market value on delivery, subject to income tax and social security.
- Netherlands: RSU-like awards are generally taxed at the point shares are delivered and become available to the employee, following the same general logic as the 2023 option rules on tradability.
- France: RSU-equivalent structures (attribution gratuite d'actions) have their own specific regime with different rates depending on holding periods, distinct from BSPCE.
Tax rules vary by country and change over time. This is general information, not tax advice, and employees should confirm their position with a qualified adviser.
How RSU tax questions usually come up
- Do I owe tax on RSUs even if I do not sell any shares?
- In most countries, yes. The tax charge usually arises at vesting or delivery based on the share value then, independent of whether you sell.
- How do companies help employees cover the tax on RSU delivery?
- Many companies withhold and sell a portion of the vesting shares automatically to cover the tax bill, known as sell-to-cover, especially useful where a public market exists to sell into.
General information for founders, not legal or tax advice. Thresholds and rates change, so confirm the current position with an adviser in the relevant country before granting.