For many years, Restricted Stock Units (RSUs) granted by a foreign parent company were generally considered outside the scope of Belgian social security contributions where the Belgian employer neither granted nor financed the benefit.
In its judgment of 29 June 2026 the Belgian Supreme Court (Cour de cassation / Hof van Cassatie) significantly changed the landscape.
Belgian Supreme Court: RSUs may constitute salary even if granted and funded by the foreign parent
Under Belgian social security law, benefits qualify as salary when they constitute consideration for services performed in the context of an employment relationship.
The Belgian Supreme Court held that benefits granted for retention, incentive or performance-related purposes may qualify as remuneration, even where:
- the RSUs are granted exclusively by the foreign parent company;
- the Belgian employer is not contractually involved in the plan; and
- the Belgian employer bears none of the cost.
The Belgian Supreme Court therefore set aside the Antwerp Labor Court of Appeal's decision of November 20, 2023, confirming that the absence of any contractual commitment or financial burden at the level of the Belgian employer is not, by itself, sufficient to exclude RSUs from the Belgian social security contribution base.
In practical terms, the decision substantially strengthens the position of the National Social Security Office (NSSO) and confirms that RSUs granted by a foreign parent company may be subject to Belgian social security contributions where they are intended to reward, motivate or retain employees.
Should the referral court ultimately conclude that contributions are due, the impact could extend beyond social security contributions and affect the calculation of other employment-related entitlements, including holiday pay and severance payments.
The decision may also prompt multinational groups to revisit the use of Belgian stock option plans (SOPs). Unlike RSUs, stock options granted under the Belgian Stock Option Act benefit from a specific statutory exemption from Belgian social security contributions.
Potential implications beyond equity incentives
The reasoning adopted by the Belgian Supreme Court may have implications beyond the equity incentive context.
A key aspect of the decision is the Court's acknowledgment that benefits designed to retain and incentivise individuals may constitute remuneration for services performed. This could influence future discussions regarding the treatment of earn-out arrangements, particularly where payment is linked to the seller's continued involvement, management role, or compliance with good leaver/bad leaver provisions following a transaction. While any extension of the Court's reasoning to earn-outs remains speculative at this stage, the decision may provide additional support for future recharacterisation arguments.
Key takeaway
The message from the Belgian Supreme Court is clear:
RSUs granted by a foreign parent company can no longer be assumed to fall outside the scope of Belgian social security contributions merely because the Belgian employer neither grants nor finances the award.
Multinational groups operating equity incentive plans in Belgium should review their existing arrangements in light of this landmark decision and reassess:
- the overall cost of their equity incentive programs;
- potential social security compliance exposure relating to RSUs granted or vested in prior years; and
- the relative advantages of RSUs versus stock option plans.
How AKD can help
The Belgian tax and social security treatment of equity incentives requires a case-by-case analysis. The outcome may depend not only on the type of incentive involved, but also on the plan terms, vesting and forfeiture conditions, allocation process, parties involved, contractual documentation and practical implementation within the group.
Considering the recent decision of the Belgian Supreme Court, multinational groups and their Belgian subsidiaries should reassess both their existing equity incentive arrangements and future incentive strategies.
AKD's Tax team assists multinational groups and their Belgian subsidiaries with reviewing equity incentive plans and implementation practices, determining the applicable Belgian tax and social security treatment, assessing historical and future compliance risks, and evaluating whether alternative structures, including stock option plans, may provide a more efficient outcome in light of this new case law.
If you would like to discuss the impact of this decision on your existing plans or future incentive arrangements, please contact your usual AKD contact person or the following members of the AKD Tax Team.
For many years, Restricted Stock Units (RSUs) granted by a foreign parent company were generally considered outside the scope of Belgian social security contributions where the Belgian employer neither granted nor financed the benefit.
In its judgment of 29 June 2026 the Belgian Supreme Court (Cour de cassation / Hof van Cassatie) significantly changed the landscape.
Belgian Supreme Court: RSUs may constitute salary even if granted and funded by the foreign parent
Under Belgian social security law, benefits qualify as salary when they constitute consideration for services performed in the context of an employment relationship.
The Belgian Supreme Court held that benefits granted for retention, incentive or performance-related purposes may qualify as remuneration, even where:
- the RSUs are granted exclusively by the foreign parent company;
- the Belgian employer is not contractually involved in the plan; and
- the Belgian employer bears none of the cost.
The Belgian Supreme Court therefore set aside the Antwerp Labor Court of Appeal's decision of November 20, 2023, confirming that the absence of any contractual commitment or financial burden at the level of the Belgian employer is not, by itself, sufficient to exclude RSUs from the Belgian social security contribution base.
In practical terms, the decision substantially strengthens the position of the National Social Security Office (NSSO) and confirms that RSUs granted by a foreign parent company may be subject to Belgian social security contributions where they are intended to reward, motivate or retain employees.
Should the referral court ultimately conclude that contributions are due, the impact could extend beyond social security contributions and affect the calculation of other employment-related entitlements, including holiday pay and severance payments.
The decision may also prompt multinational groups to revisit the use of Belgian stock option plans (SOPs). Unlike RSUs, stock options granted under the Belgian Stock Option Act benefit from a specific statutory exemption from Belgian social security contributions.
Potential implications beyond equity incentives
The reasoning adopted by the Belgian Supreme Court may have implications beyond the equity incentive context.
A key aspect of the decision is the Court's acknowledgment that benefits designed to retain and incentivise individuals may constitute remuneration for services performed. This could influence future discussions regarding the treatment of earn-out arrangements, particularly where payment is linked to the seller's continued involvement, management role, or compliance with good leaver/bad leaver provisions following a transaction. While any extension of the Court's reasoning to earn-outs remains speculative at this stage, the decision may provide additional support for future recharacterisation arguments.
Key takeaway
The message from the Belgian Supreme Court is clear:
RSUs granted by a foreign parent company can no longer be assumed to fall outside the scope of Belgian social security contributions merely because the Belgian employer neither grants nor finances the award.
Multinational groups operating equity incentive plans in Belgium should review their existing arrangements in light of this landmark decision and reassess:
- the overall cost of their equity incentive programs;
- potential social security compliance exposure relating to RSUs granted or vested in prior years; and
- the relative advantages of RSUs versus stock option plans.
How AKD can help
The Belgian tax and social security treatment of equity incentives requires a case-by-case analysis. The outcome may depend not only on the type of incentive involved, but also on the plan terms, vesting and forfeiture conditions, allocation process, parties involved, contractual documentation and practical implementation within the group.
Considering the recent decision of the Belgian Supreme Court, multinational groups and their Belgian subsidiaries should reassess both their existing equity incentive arrangements and future incentive strategies.
AKD's Tax team assists multinational groups and their Belgian subsidiaries with reviewing equity incentive plans and implementation practices, determining the applicable Belgian tax and social security treatment, assessing historical and future compliance risks, and evaluating whether alternative structures, including stock option plans, may provide a more efficient outcome in light of this new case law.
If you would like to discuss the impact of this decision on your existing plans or future incentive arrangements, please contact your usual AKD contact person or the following members of the AKD Tax Team.