Skip to main content
Practical Income Manual 2023.

f) Delivery to workers of shares or participations of the company itself or of other group of companies

In general

Regulations: Art. 43 Regulation Personal Income Tax

  • The delivery to active workers, free of charge or at a price below the normal market price, of shares or participations of the company itself or of others is exempt from ##1##of group of companies , in the part that does not exceed, for all those given to each worker, 12,000 euros per year, provided that the offer is made under the same conditions for all the company's workers, company group or subgroups.

  • In the event that the company in which the worker provides his services is part of a group of companies in which the circumstances provided for in article 42 of the Commercial Code occur, the beneficiaries can be the workers of companies that are part of the same group with the following conditions :

    1. When shares or participations in a group company are delivered, the beneficiaries may be the workers of the companies that are part of the same subgroup.

    2. When shares or participations of the parent company of the group are delivered, the beneficiaries may be the workers of any company in the group.

  • In both cases, the delivery may be carried out either by the company itself in which the worker provides his services, or by another company belonging to the group or by the public entity, state company or Public Administration that owns the shares.

  • For the delivery of the aforementioned shares or participations to be exempt in kind, the following requirements must also be met:

    • That the offer is made under the same conditions for all the company's workers and contributes to their participation in the company . In the case of groups or subgroups of companies, the aforementioned requirement must be met in the company to which the worker to whom the shares are delivered provides services.

      However, this requirement will not be deemed to have been breached when, in order to receive the shares or participations, workers are required to have a minimum seniority, which must be the same for all of them, or if they are taxpayers for Personal Income Tax .

    • That each of the workers, together with their spouses or family members up to the second degree, do not have a participation , direct or indirect, in the company in which they provide their services or in any other of the group, greater than 5 percent.

    • That the titles be maintained, at least for three years .

      Failure to comply with this deadline will give rise to the obligation of the worker to present a complementary self-assessment, with the corresponding late payment interest, within the period between the date on which the requirement is not met and the end of the corresponding regulatory declaration period. to the tax period in which the non-compliance occurs.

Assessment:

The acquisition value of the shares delivered to the worker that were income from exempt work in kind, for the purposes of calculating the capital gain obtained in their subsequent sale, will be the same as if said delivery had been taxed as income from work in kind, being in both cases the normal market value of said shares at the time of delivery which, in the case of shares of a listed company, is their listed value.

Specialty: delivery of shares or participations to workers of emerging companies

The delivery of shares or participations granted to the workers of an emerging company referred to in Law 28/2022, of December 21, promoting the ecosystem of emerging companies, presents the following specialties.

  • The exemption, for all the shares delivered to each worker, will be 50,000 euros per year.

  • It will not be necessary for the offer to be made under the same conditions for all workers, but it must be made within the company's general remuneration policy and contribute to the participation of workers in the latter.

  • In the event that the delivery of shares or social participations results from the exercise of purchase options on shares or participations previously granted to the workers by the emerging company, the requirements for consideration as a company emergent must be met at the time the option is granted.

Assessment:

See the special valuation rules for these shares and participations in the section “ Computation of work income in kind of this chapter ”

Temporary imputation of the non-exempt amount

A special imputation rule is established for work income in kind derived from the delivery of shares or participations of an emerging company that, meeting the required requirements, are not exempt because they exceed 50,000 for all those delivered to each worker. euros annually.

See in the section “ temporary imputation of work income ” the specific imputation rule for this case and the summary table of the tax treatment of the delivery of shares free or for a price below the normal market by the company to its workers .

Startups

In accordance with Law 28/2022, of December 21, on the promotion of the ecosystem of emerging companies, “emerging company” is understood as any legal entity, including technology-based companies. created under Law 14/2011, of June 1, on Science, Technology and Innovation, which simultaneously meets the following conditions:

  1. Be newly created or, not being newly created when the following circumstances occur ,

    • In general, when no more than five years have elapsed since the date of registration in the Commercial Registry, or competent Registry of Cooperatives, of the public deed of incorporation, or

    • In the case of companies in biotechnology, energy, industrial and other strategic sectors or that have developed their own technology, designed entirely in Spain, which will be determined through the order referred to in article 4.1 of Law 28/2022, when no more than seven years have passed.

  2. Not having arisen from a merger, spin-off or transformation operation of companies that are not considered emerging companies. The terms concentration or segregation are considered included in the previous operations.

  3. Do not distribute or have distributed dividends , or returns in the case of cooperatives.

  4. Do not list on a regulated market.

  5. Have its registered office, registered office or permanent establishment in Spain .

  6. Have at 60 per 100 of the workforce with an employment contract in Spain . In cooperatives, working partners and labor partners, whose relationship is of a corporate nature, will be counted within the workforce, for the sole purposes of the aforementioned percentage.

  7. Develop an innovative entrepreneurship project that has a scalable business model, as provided for in article 4 of Law 28/2022.

When the company belongs to a group of companies defined in article 42 of the Commercial Code, the group or each of the companies that make it up must comply with the above requirements .

Entrepreneurs who want to benefit from the benefits and specialties of this law must obtain the "certification of innovative and scalable entrepreneurship of the business model" referred to in article 4 of the Law and be registered as such in the Commercial Registry or in the Competent Cooperative Registry.