RSUs, stock options and employee share plans while living in Spain

Key rules

• RSUs: RSUs are taxed as employment income when the shares are delivered, not when they are granted.
• Stock options: Stock options are taxed as employment income when you exercise them, not at grant or vesting.
• Exemption: Up to EUR 12,000 a year of shares given to employees can be exempt if you keep them at least three years.
• Foreign parent: If nobody withholds tax on shares from a foreign parent, you still have to declare the income yourself.
• Sale: Selling the shares later gives a capital gain or loss in the savings base.

When the tax hits

Equity is taxed as employment income when you receive it, and again as a gain when you sell.

• RSUs are taxed as employment income when the shares are delivered, not when they are granted.
• Stock options are taxed as employment income when you exercise them, not at grant or vesting.

How much is taxed at delivery

For RSUs, the taxable amount is the market value of the shares on the delivery date, minus any price you pay. For options, it is the market value at exercise minus the exercise price you pay.

This amount is added to your other earnings and taxed at the normal progressive rates. Expect a real tax bill on the day shares arrive, even though you have not sold anything.

The EUR 12,000 exemption

Shares given free or at a discount to employees can be exempt up to EUR 12,000 a year. The conditions are strict:

• The offer is part of a plan open to all employees of the company or group, on the same terms.
• You, with your relatives, hold less than 5% of the company.
• You keep the shares for at least three years. If you sell sooner, you lose the exemption and must file a complementary self-assessment.

Anything above EUR 12,000 is taxed as ordinary employment income. Options generally do not qualify, because the exemption needs a free or discounted delivery of shares under a plan open to all.

Options: a possible 30% reduction

If your options have a generation period of over two years and you do not exercise them regularly, a 30% reduction for irregular income can apply. It works up to a cap set by regulation. The old reduction for options exercised in succession within five years no longer exists.

If you worked abroad before vesting

The income is generally split by the days you worked in Spain compared with all days between grant and vesting or exercise. Only the Spanish-workday share is taxed in Spain if you were not resident at the time. If you are resident and the other share was taxed abroad, you can usually claim a foreign tax credit.

Tax treaties and your plan terms matter, and the authorities look at whether the award rewards work done in Spain. Keep proof of your working days, such as travel records, calendars and payslips. Ask a tax adviser to run the split before the delivery date.

Withholding when a foreign parent delivers the shares

The Spanish employer must withhold tax through payroll (retención), or make an ingreso a cuenta when the pay is in shares. This applies when it knows about the award or bears its cost, which is usual within a group. Many companies use a sell-to-cover arrangement to pay the tax.

If nobody withholds, you must still declare the income in your income tax return. You may then owe the full tax when you file. Ask payroll early what they will do.

If you hold foreign shares above the thresholds, you may also need to file the Modelo 720.

When you sell

A sale gives a capital gain or loss, taxed in the savings base. The gain is the sale price minus your acquisition value. That value is the amount taxed as employment income at delivery, plus any price you paid.

For 2025 the savings rates were 19% up to EUR 6,000, 21% up to EUR 50,000, 23% up to EUR 200,000, 27% up to EUR 300,000 and 30% above that.

If you sell at a loss and buy identical shares within two months (listed shares) or one year (unlisted), the loss is deferred.

What to prepare

The checklist below lists what to gather before shares vest or options are exercised. The questions below it cover the exemption, apportionment, missing withholding and later sales.

What to gather before your shares vest or options are exercised

• Get the grant agreement and the plan rules from your employer or the plan portal.

• Write down the grant date and every vesting or exercise date, so you know when the shares are delivered.

• Ask your payroll team whether the Spanish employer will withhold tax (retención) or make an ingreso a cuenta, a payment on account for pay in shares, when a foreign parent delivers the shares.

• Count the days you worked in Spain and the days you worked elsewhere between the grant date and the vesting or exercise date.

• Collect proof of those days, such as travel records, work calendars, payslips and any earlier residence records.

• Check whether the award rewards work you did in Spain, and whether a tax treaty applies to your move.

• Ask whether you qualify for the EUR 12,000 a year exemption on shares given to employees, and what conditions it has.

• Keep records of any tax paid abroad on the same award, so you can claim a foreign tax credit for it.

Frequently asked questions

Can I get the EUR 12,000 exemption on stock options?

Generally no, because the EUR 12,000 a year exemption only covers shares given free or at a discount under a plan open to all employees. Options rarely fit that. Where it does apply, you must also hold under 5% of the company and keep the shares at least three years, or you owe a complementary self-assessment.

What happens if my foreign parent delivers the shares and nobody withholds tax?

You must declare the income in your own personal income tax return and may owe the full tax when you file. A Spanish employer normally has to withhold when it knows of the award or bears its cost. Many companies withhold through payroll, sometimes by selling some shares to cover the tax.

How is the gain taxed when I later sell the shares?

The gain is the sale price minus the value taxed as pay at delivery plus any price you paid, and it is taxed in the savings base. In 2025 the rates were 19% up to EUR 6,000, 21% to EUR 50,000, 23% to EUR 200,000, 27% to EUR 300,000 and 30% above. If you rebuy identical listed shares within two months, a loss on the sale is deferred.