Hamburger
  • Restricted stock and RSUs

    Securities

    As long as:

    • The offer is not advertised or publicized
    • The stock is not traded in Argentina
    • The offer is limited to employees
    • The offer is intended to compensate employees and not to raise capital, no securities law requirements apply

    Foreign exchange

    Since September 1, 2019, the Argentine government reenacted FX controls and regulations. These FX regulations are applicable to certain operations.  Notwithstanding there are no foreign exchange restrictions applicable to restricted stock or RSUs, local employees may face difficulties in purchasing the foreign currency if the options are in foreign currency, or to transfer money abroad.

    Tax

    Employee

    The employee is taxed on restricted stock upon grant and on RSUs upon vesting (may include personal assets tax).

    The employee is subject to a flat tax of 15 percent on any net gain resulting from the sale of the shares by Argentine Tax residents, or, alternatively, 13.5 percent on the gross sale price by non-residents.

    Employer

    Withholding & Reporting

    Tax withholding and reporting are required upon grant for restricted stock and upon vesting of RSUs.

    Deduction

    Argentine subsidiaries are allowed to deduct the amount reimbursed to the parent company for the cost of the benefits if a Reimbursement or Recharge Agreement is in place.

    Social insurance

    Social insurance contributions are generally payable by the employee and employer.

    Data protection

    Obtaining an employee's written consent for the processing and transfer of his or her personal data is the most common approach to comply with certain aspects of data protection requirements. The employer also is required to register any database that includes an employee's personal data with the Argentine privacy authorities.

    Labor

    Benefits received from restricted stock or RSUs may be considered part of the employment relationship and included in a severance payment if the awards are repeatedly granted to an employee. Upon involuntary termination of employment, an employee may be entitled to continued vesting and other rights with respect to his or her award. In order to reduce the risk of employee claims, the award agreement signed by an employee should provide, among other things, that vesting of restricted stock or RSUs ceases upon termination of employment, and that the plan and any awards under it are discretionary.

    Communications

    Although plan materials are not required to be translated into Spanish, it is recommended, to ensure that employees understand the terms of their awards. Award materials should be addressed to individual employees in order to avoid securities law requirements.

  • Stock options

    Securities

    As long as:

    • The offer is not advertised or publicized. 
    • The stock is not traded in Argentina.
    • The offer is limited to employees.
    • The offer is intended to compensate employees and not to raise capital, no securities law requirements apply.

    Foreign exchange

    Since September 1, 2019, the Argentine government reenacted FX controls and regulations. These FX regulations are applicable to certain operations.  Notwithstanding there are no foreign exchange restrictions applicable to restricted stock or RSUs, local employees may face difficulties in purchasing the foreign currency if the options are in foreign currency, or to transfer money abroad.

    Tax

    Employee

    The employee is taxed on the spread upon exercise (including personal assets tax, if applicable). 

    The employee is subject to a flat tax of 15 percent on any net gain resulting from the sale of the shares by Argentine Tax residents, or alternatively 13.5 percent on the gross sale price by non-residents.

    Employer

    Withholding & Reporting

    Tax withholding and reporting are required upon exercise.

    Deduction

    Argentine subsidiaries are allowed to deduct the amount reimbursed to the parent company for the cost of the benefits if a Reimbursement or Recharge Agreement is in place.

    Social insurance

    Social insurance contributions are generally payable by the employee and employer when an option is exercised.

    Data protection

    Obtaining an employee's written consent for the processing and transfer of his or her personal data is the most common approach to comply with certain aspects of data protection requirements. The employer is also required to register any database that includes an employee's personal data with the Argentine privacy authorities.

    Labor

    Benefits received from an option may be considered part of the employment relationship and included in a severance payment if options are repeatedly granted to an employee. Upon involuntary termination of employment, an employee may be entitled to continued vesting and other rights with respect to his or her option. In order to reduce the risk of employee claims, the award agreement signed by an employee should provide, among other things, that vesting of an option ceases upon termination of employment, and that the plan and any awards under it are discretionary.

    Communications

    Although plan materials are not required to be translated into Spanish, it is recommended, to ensure that employees understand the terms of their awards. Award materials should be addressed to individual employees in order to avoid securities law requirements.

  • Stock purchase rights

    Securities

    As long as:

    • The offer is not advertised or publicized. 
    • The stock is not traded in Argentina. 
    • The offer is limited to employees.
    • The offer is intended to compensate employees and not to raise capital, no securities law requirements apply.

    Foreign exchange

    Since September 1, 2019, the Argentine government reenacted FX controls and regulations. These FX regulations are applicable to certain operations. Notwithstanding there are no foreign exchange restrictions applicable to restricted stock or RSUs, local employees may face difficulties in purchasing the foreign currency if the options are in foreign currency, or to transfer money abroad.

    Tax

    Employee

    The employee is taxed on the spread upon purchase.

    The employee is subject to a flat tax of 15 percent on any net gain resulting from the sale of the shares by Argentine Tax residents, or, alternatively, 13.5 percent on the gross sale price for non-residents.

    Employer

    Withholding & Reporting

    Tax withholding and reporting are required upon purchase.

    Deduction

    Argentine subsidiaries are allowed to deduct the amount reimbursed to the parent company for the cost of the benefits if a Reimbursement or Recharge Agreement is in place.

    Social insurance

    Social insurance contributions are generally payable by the employee and employer when the shares are purchased.

    Data protection

    Obtaining an employee's written consent for the processing and transfer of his or her personal data is the most common approach to comply with certain aspects of data protection requirements. The employer also is required to register any database that includes an employee's personal data with the Argentine privacy authorities.

    Benefits received from a purchase right may be considered part of the employment relationship and included in a severance payment if purchase rights are repeatedly granted to an employee. Upon involuntary termination of employment, an employee may be entitled to continued participation in the plan. In order to reduce the risk of employee claims, the offer document signed by an employee should provide, among other things, that participation in the plan ceases upon termination of employment, and that the plan and any awards under it are discretionary.

    In light of restrictions on payroll deductions, alternative arrangements may be necessary for contributions to the plan.

    Labor

    Not applicable.

    Communications

    Although plan materials are not required to be translated into Spanish, it is recommended, to ensure that employees understand the terms of their awards. Award materials should be addressed to individual employees in order to avoid securities law requirements.

  • Key contacts
    Marcelo Etchebarne
    Marcelo Etchebarne
    Managing Partner DLA Piper (Argentina) [email protected] T +54 11 4114 5500 View bio

Stock purchase rights

Foreign exchange

Argentina

Since September 1, 2019, the Argentine government reenacted FX controls and regulations. These FX regulations are applicable to certain operations. Notwithstanding there are no foreign exchange restrictions applicable to restricted stock or RSUs, local employees may face difficulties in purchasing the foreign currency if the options are in foreign currency, or to transfer money abroad.

Australia

Aside from reporting requirements applicable to transfers in excess of AUD10,000, which are normally handled by the relevant financial institution, there generally are no foreign exchange control requirements applicable to purchase rights.

Austria

Reporting to the Austrian National Bank is required under certain circumstances.

Belgium

Purchase rights are not subject to any significant foreign exchange restrictions.

Brazil

Subject to certain foreign exchange requirements, funds for the purchase of shares may be transferred abroad.

Canada

Purchase rights are generally not subject to any foreign exchange requirements.

Chile

Any investment in excess of USD10,000 by a Chilean resident in shares of a foreign company is subject to reporting requirements. For cumulative investments in excess of USD5 million, additional reporting requirements apply.

China

Registration with the State Administration of Foreign Exchange (SAFE) generally is required for foreign currency transactions (including the cross-border cash movements related to the stock awards).  Upon the completion of this registration, the local subsidiary in China (ie, the employer of the participating employees) is required to open a special foreign exchange account with an approved Chinese bank to process the receipt and transfer of funds related to the stock awards. Periodic reporting requirements apply. The applicable SAFE requirements vary by region and are subject to change.

Colombia

The amounts paid by Colombian residents upon the exercise of the stock purchase rights to acquire shares of a foreign company would be deemed as a foreign Colombian investment and therefore must be registered before the Central Bank. The sale or transfer the shares in the foreign entity by the resident employee must be reported to the Central Bank within a 6 month period.

The amounts paid by non-Colombian residents upon the exercise of the stock purchase rights to acquire shares in a Colombian entity would be deemed as a foreign investment and therefore must be registered before the Central Bank. The sale or transfer of shares in the Colombian entity must be reported to the Central Bank within a 6month period. For these purposes, the foreign employer must file an Income Tax Return within 1 month after the transfer or sale of the shares.

Czech Republic

The employee may hold funds abroad. Unless certain thresholds and other conditions are met, residents are no longer required to notify the Czech National Bank of the opening of an offshore account, to report the account balance or to notify the Czech National Bank when they receive or sell shares in a foreign entity.

Denmark

The tax authorities must be notified by Danish tax residents of foreign exchange transactions and foreign accounts (eg, banking accounts, trading accounts).

Ecuador

Purchase rights are generally not subject to any foreign exchange restrictions.

Egypt

At present, there are no foreign exchange controls in Egypt. An Egyptian bank must handle any transfer of funds.

Finland

Purchase rights are not subject to any foreign exchange restrictions.

France

Under certain circumstances, employees must declare the transfer of currency to or from France.

Germany

Reporting may be required for certain transactions handled by banks.

Greece

Reporting may be required in connection with foreign exchange transactions.

Hong Kong, SAR

There is no foreign exchange control in Hong Kong.

Hungary

Purchase rights generally are not subject to any foreign exchange restrictions.

India

India has a liberalized remittance scheme under which Indian resident individuals are permitted to independently purchase foreign securities subject to the limit of USD250,000 per financial year. The recently amended foreign exchange regulations provide that while a resident individual is permitted to acquire foreign shares or interest under employee benefits schemes without limit, the remittances made will count towards such individual’s liberalized remittance scheme’s limit of USD250,000.

Additionally, the grant of stock options under an employee benefit scheme must be offered by the issuing overseas entity globally on a uniform basis, and the resident individual receiving stock options must be an employee or a director of an office in India or a branch of an overseas entity or a subsidiary in India of an overseas entity or of an Indian entity in which the overseas entity has direct or indirect equity holding. Bi-annual reporting requirements may apply.

For repatriation, if an individual acquires shares that represent less than 10 percent of the company’s share capital, the individual is required to repatriate sale proceeds within 180 days, however, if an individual acquires shares that represent 10 percent or more of the company’s share capital, the individual is required to repatriate the sale proceeds within 90 days of the transaction.

Indonesia

Although purchase rights are generally not subject to any foreign exchange requirements, routine reporting is required on foreign exchange transactions.

Ireland

Purchase rights are not subject to any specific foreign exchange restrictions.

Israel

Other than rules relating to anti-money laundering and FATCA, there are no specific foreign exchange restrictions.

Italy

Reporting may be required for shares held outside of Italy.

Japan

Payment between an employee and the parent company in excess of JPY30 million is subject to reporting obligations. Issuance of stock purchase rights of JPY1 billion or more may also trigger reporting obligations.

Malaysia

If the remittance of funds in relation to stock purchase rights is made in foreign currency, it is generally not subject to any foreign exchange requirements.

Mexico

Purchase rights are not subject to any specific foreign exchange restrictions.

Netherlands

No exchange control/foreign exchange requirements or restrictions apply.

New Zealand

Generally, there should not be issues of foreign exchange restrictions.

Nigeria

Stock purchase rights are not subject to any specific foreign exchange control restrictions other than the generally applicable restrictions applicable to the repatriation of capital.

Norway

Except for certain large currency transactions, there are no specific foreign exchange requirements.

Philippines

There are generally no specific foreign exchange requirements applicable to purchase rights.

Poland

Reporting requirements may apply to currency transactions.

Portugal

There are no foreign exchange controls in Portugal for transfers made by individuals. However, financial institutions may be required to notify the Bank of Portugal in case certain thresholds are reached.

Russia

Russian residents generally are allowed to remit foreign currency to purchase shares of foreign corporations. Provided certain restrictions and reporting requirements are met, employees generally may hold foreign currency in banks located outside Russia. However, proceeds from a sale of foreign shares must always be transferred to the bank accounts of Russian currency control residents, opened with a Russian bank.

Saudi Arabia

In general, purchase rights are not subject to any specific foreign exchange restrictions.

Singapore

Purchase rights are not subject to any specific foreign exchange restrictions.

Slovak Republic

Generally, there are no specific foreign exchange restrictions. Reporting obligations may apply under certain circumstances.

South Africa

A tax clearance certificate from the Financial Surveillance Department of the South African Reserve Bank is required for the purchase of shares overseas.

The approval of the Financial Surveillance Department of the South African Reserve Bank is necessary for employees that exceed their offshore investment allowance limit of ZAR11 million. This limit is the aggregate of all amounts transferred out of South Africa by the employee at any time.

South Korea

As long as the resident acquiring foreign shares works at a Foreign-Invested Enterprise as defined under the Foreign Investment Promotion Law, or a Korean subsidiary of an offshore company, the obligation to file a share acquisition report with the Bank of Korea will be exempted.

Transfer of funds out of Korea above a certain amount (currently USD5,000 as of May 3, 2019) to purchase shares must be "confirmed" by a Korean foreign exchange bank prior to such transfer.

Spain

  • Circular 4/2012 of the Bank of Spain: This circular requires all Spanish resident individuals or entities to report to the Bank of Spain:
    • own-account transactions with non-resident entities or individuals, for whatever reason and regardless of the way they are settled (through a Spanish or foreign bank account, through netting or physical cash); and

    • the balances and variations in foreign assets and liabilities when the transaction is greater than EUR1 million during a 12-month period.

This means a report must be filed when an employee or Spanish company purchases shares for more than EUR1 million. The report must confirm details of the shares acquired and be filed no later than January 20 of each year via a standard form on the Bank of Spain's website.

This reporting requirement is unlikely to be triggered by most employees who participate in an incentive plan given the high-value threshold. It could however be triggered if a local employer pays a foreign parent via a recharge agreement for the cost of shares to be provided to its employees and such a payment is greater than EUR1 million. Local employers will likely be aware of this obligation already as it is not specific to incentive plans and applies to all transactions which they may undertake.

  • Form D-5/A: With the entry into force on September 1, 2023 of the new Royal Decree 571/2023 of July 4 on foreign investments, the conditions for filing foreign investment declarations have changed. The D-6 form for Spanish investments abroad in negotiable securities has been abolished.

Instead, any Spanish resident who acquires shares in a foreign company, whether listed or unlisted, and whose holding is equal to or exceeds 10 percent of the company's share capital or voting rights, must declare this acquisition. This is done by filing Form D-5/A with the Investment Registry of the Spanish Ministry of Industry, Trade and Tourism. This process is mandatory and must be carried out after the acquisition has been completed.

The form must be filed by the end of January each year and contain information as of December 31 of the immediately previous year. The D-5/A must be submitted each year in order to show any new shares acquired since the last D-5/A was filed and shares declared in a previous D-5/A that are still owned by the employee.

Sweden

Purchase rights are not subject to any specific foreign exchange restrictions.

Switzerland

Purchase rights are not subject to any specific foreign exchange restrictions.

Taiwan, China

Reporting is required for currency transactions exceeding certain thresholds.

Thailand

Certain monetary restrictions apply to remittances for the purchase of shares in overseas companies. An authorized bank or dealer is required to remit funds overseas.

Certain repatriation requirements apply.

Turkey

Turkish residents must purchase foreign shares through banks or intermediaries that are approved under the Turkish Capital Markets legislation. Employees must, therefore, remit funds to purchase securities through a bank or an approved intermediary when the employees purchase shares under a plan.

Ukraine

Any transfers of foreign currency outside of Ukraine, including for the purposes of acquiring securities, stock options, RSUs or other equity compensation items, have been banned by NBU since February 24, 2022, when Russia invaded Ukraine, so as to preclude the outflow of capital outside of Ukraine during martial law.

Only specifically permitted cases of transfer, as per NBU's regulatory acts, may take place. These cases usually refer to acquisition of critically important products and services (equity awards for employees are not in the list).

Granting stock purchase rights to Ukrainian individuals, provided that there is no need to pay consideration from Ukrainian bank account for the stock purchase rights in question, should not lead to any foreign exchange implications.

United Kingdom

Purchase rights are not subject to any specific foreign exchange restrictions.

Venezuela

Foreign exchange regulations have been substantially relaxed and they should not limit the employee´s ability to exercise the rights. The employee who want to buy foreign currency may face certain challenges depending on the amount.

Vietnam

After the SBV's approval on the registration of the stock award plan, the implementing entity must open an account at the commercial bank in Vietnam recorded in the SBV's approval, in order to implement the registered stock award plan (eg, sale and purchase of sales by relevant employees under such plan).