Taxing the entire market value of share awards
An RSU has no strike price, so there is nothing to subtract. When the shares are delivered, the whole market value is employment income. An option gives income on the spread only, which is why options are usually the better fit than RSUs at an early stage company with a rising valuation.
Worked example. 2,000 RSUs vest when the share price is 30 euros. That is 60,000 euros of employment income in that year, whether or not any shares are sold. If the employee later sells at 40 euros, the extra 20,000 euros is a capital gain, a smaller upfront charge than the equivalent under stock option tax.
Double trigger vesting
A double trigger requires both time based vesting and a liquidity event before shares are delivered. Since the tax point follows delivery in most countries, this keeps the charge away until there is a sale or a public market. It is the main reason private company RSU plans are workable at all.
- State clearly what counts as a liquidity event, and whether a secondary sale qualifies.
- Set a long stop date, so vested units do not sit unresolved forever.
- Plan for sell to cover or a withholding mechanism at the liquidity event.
Restricted unit tax treatment by nation
| Country | Treatment of RSUs |
|---|---|
| United Kingdom | Earnings at delivery through PAYE, with National Insurance on readily convertible assets |
| Netherlands | Wage at the moment the shares are received |
| Germany | Employment income at delivery, with Section 19a deferral only in narrow cases |
| France | Standard RSUs sit outside the AGA rules, so treatment is less favourable than a qualifying free share plan |
| Ireland and Spain | Employment income at delivery, with payroll withholding |
Rates, thresholds and qualifying conditions change with each national budget. Treat the figures here as orientation and confirm the current position with a local tax adviser before you grant.
Payroll reporting requirements for restricted share units
The employer normally has to withhold on the value delivered. With no cash in the transaction, companies either withhold shares, arrange a sale of part of the award, or deduct from salary. Whichever route is used, it should be written into the plan rules and communicated before vesting, not at the moment of delivery.
Deciding on restricted unit plans in specific countries
- Later stage companies where a market value strike price would leave employees with little upside.
- Teams already used to RSUs from larger employers.
- Situations where a country has no workable qualifying option regime and a share based award is preferred to cash.
For most European startups below a few hundred employees, options under a local qualifying regime, or virtual shares, remain the simpler and cheaper choice.
RSU tax at private companies, explained
- Are RSUs taxed if the shares cannot be sold?
- In most countries the charge follows delivery of the shares, not the ability to sell them. This is exactly the problem a double trigger structure is designed to avoid.
- Do RSUs qualify for favourable European regimes?
- Generally no. Regimes such as EMI, BSPCE and Section 7P are built around options. France has a separate free share regime with its own conditions.
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.