How the Beckham regime treats stock options & RSUs

If you are a software engineer, product leader or founder moving to Spain, the question that decides whether relocation makes financial sense is rarely about salary. It is about equity. Stock options, restricted stock units (RSUs) and employee stock ownership plans (ESOPs) are how technology companies pay the people who build them, and for many candidates they represent the bulk of expected wealth. So the practical question is direct: does the Beckham Regime apply its favourable flat rate to equity compensation, and if so, to which part of it? The honest answer is that some equity events can fall within the favourable general base while others are treated quite differently — and the outcome turns heavily on when each event happens relative to your arrival in and departure from Spain.

"With options and RSUs, timing is everything. Whether the regime’s rate reaches an equity event depends on when it vests, when it is exercised and how it is characterised — review the grants before you move, not after."

Equity compensation and the regime: the starting point

The Beckham Regime — the special regime for workers, professionals, entrepreneurs and investors displaced to Spanish territory, set out in Article 93 of the Personal Income Tax Act as amended by the Startup Act (Law 28/2022) — taxes an electing individual broadly under non-resident principles for the covered years. Its headline feature is that the qualifying general base is taxed at a flat 24% up to €600,000 and 47% above that ceiling. For equity, the crucial insight is that a single award is not a single tax event. An option or an RSU passes through several distinct moments in its life, and each of those moments can be characterised differently for tax. Treating "my equity" as one homogeneous thing is the most common and most expensive mistake we see.

Two tax buckets: employment income vs savings income

Spanish personal income tax divides taxable income into a general base and a savings base, and this split is exactly what governs how equity is treated under the regime. The flat 24% and 47% rates apply to the qualifying general base; the savings base keeps its own separate rules and its own scale.

• Employment income (general base) — the value an employee receives because they are an employee, including the benefit that crystallises when equity vests or an option is exercised, is generally employment income. During the regime this typically sits in the qualifying general base.
• Savings income (savings base) — the later gain when the vested shares are sold is generally a capital gain, analysed under the savings-income rules rather than the flat general-base rate.

The reward for showing up and working — the vesting or exercise benefit — is employment income. The reward for holding the asset and selling it later — the gain on disposal — is a capital gain. The regime treats those two rewards differently.

The life cycle of an equity award

To see why timing matters so much, it helps to lay out the moments in the life of a typical award. Not every plan has every stage, and the labels vary between an option plan, an RSU grant and an ESOP, but the structure is broadly the same:

Because the employment-income moment (vesting or exercise) and the capital-gain moment (sale) are separated in time — sometimes by years — the same package can span periods before, during and after the regime applies. That is why a general statement such as "Beckham means 24% on my equity" cannot be true across the board.

The "deemed obtained in Spain" rule for employment income

The mechanism that pulls equity into the favourable general base is the deeming rule in Article 93. Under that provision, employment income obtained during the application of the regime is deemed obtained in Spanish territory, wherever it is actually paid or sourced. For an engineer whose RSUs are granted by a US parent, or a founder whose options come from a Delaware entity, this matters: the employment-income benefit that arises while the regime applies can be swept into the Spanish general base and taxed at the flat rate, even though the shares, the plan and the paying company all sit abroad.

But the rule has a mirror image that must be respected. Income that is not employment income — most importantly the capital gain on a later sale of the shares — is not swept in by this deeming rule and is analysed under its own regime. So the deeming rule is generous to the vesting or exercise benefit and silent as to the eventual disposal gain.

Timing: vesting relative to arrival and departure

If there is a single theme for equity holders under the regime, it is timing. Equity awards vest over a period — often several years — and the tax character of the vesting benefit can depend on how much of that period relates to work performed in Spain and whether the event falls inside or outside the years the regime applies.

• Awards that vest before arrival — a benefit crystallising before you become subject to the regime raises a different, pre-move analysis, and may relate to work done elsewhere.
• Awards that vest during the regime — where the employment-income benefit arises while the regime applies, the deeming rule may bring it into the flat-rate general base.
• Awards that straddle the move — where vesting relates partly to work before arrival and partly to work in Spain, an apportionment question can arise, and the treatment is fact-specific.
• Awards that vest after departure — once the regime ceases to apply, the analysis changes again, and ordinary residence or non-residence rules may govern.

None of this can be answered from a brochure. It requires mapping each tranche of each award against a calendar of your arrival, the years the regime is expected to cover, and any anticipated departure. That mapping is the heart of the planning exercise and belongs in the months before you move.

Stock options: grant, vesting and exercise

Stock options give the holder the right to buy shares at a fixed strike price. For most option plans, grant itself does not produce an immediate charge; the tax-relevant moment tends to come later, when the option vests and is exercised and the holder acquires shares worth more than the strike they paid. That spread — the difference between the market value at exercise and the strike price — is commonly treated as employment income, because it is a benefit received by reason of the employment. Under the regime, an employment-income benefit arising during the covered years can fall into the qualifying general base and be taxed at the flat rate up to €600,000.

The Startup Act (Law 28/2022) also introduced specific measures aimed at start-up equity, including provisions relevant to how and when certain start-up stock-option benefits are recognised. These start-up rules can interact with the regime and change the timing and valuation analysis, and they must be reviewed for your particular plan rather than assumed to apply.

The essential practical point is that exercise timing is often within the holder's control, and it is one of the few genuine planning levers. Deciding when to exercise — relative to arrival, to the years the regime covers, and to any expected departure — can materially change the character and the year in which a benefit is recognised. For a fuller picture of how the flat rate itself operates, see our explainer on whether the 24% rate applies to your income.

RSUs and ESOPs

Restricted stock units are a promise to deliver shares once vesting conditions are met. Unlike options, there is usually no strike price to pay: when the units vest, the holder generally receives shares (or their cash value), and the value received at vesting is commonly treated as employment income. This makes the vesting date the pivotal moment for RSUs, in the same way that the exercise date is pivotal for options.

Employee stock ownership plans and broader ESOP arrangements come in many forms, and the label matters less than the mechanics: identify the moment the employee secures value, and ask whether that moment produces employment income during the regime. If the plan is cash-settled rather than share-settled, read this guide together with our separate note on phantom shares and phantom equity under the Beckham Regime, because a contractual payout can behave more like variable remuneration than like a share disposal. Because RSU vesting dates are typically fixed by the plan and not within the employee's control, RSUs offer fewer timing levers than options — which is precisely why reviewing the vesting schedule before relocating is so important.

The later sale — capital gain, not the flat rate

Once shares have been acquired — through exercise of options or vesting of RSUs — the holder owns an asset. When that asset is later sold, the difference between the sale proceeds and the value already taxed as employment income is generally a capital gain. Capital gains on the transfer of assets are ordinarily savings income, analysed under the separate savings-income rules rather than the flat 24% general-base rate.

This is where many equity holders are surprised. They assume that because they are "on Beckham", the whole journey from grant to cash-out is taxed at 24%. In reality the journey is split: the employment-income benefit at vesting or exercise may enjoy the flat general-base treatment, while the subsequent appreciation captured on sale is treated as a capital gain under the savings rules. The source and situs of the shares, and the year of disposal relative to the regime, all feed into that analysis. Our note on capital gains and dividends under the regime looks at the savings-income side in more depth.

Vesting and exercise are the employment-income chapters of the story. The sale is the capital-gains chapter. The regime treats each chapter under its own rules — and only individual analysis reveals how the whole book reads for you.

Article 93 mechanics for equity

Bringing the threads together, Article 93 does three things that matter to an equity holder. First, it taxes the electing individual broadly under non-resident principles for the covered years. Second, it applies a flat 24% to the qualifying general base up to €600,000 and 47% above. Third, and decisively for equity, it deems employment income obtained during the regime to be obtained in Spain regardless of where the plan or the paying company sits.

The consequence is that the classification exercise is not academic. An equity benefit that is genuinely employment income, arising during the covered years, can be pulled into the flat-rate general base by the deeming rule. A capital gain on the later disposal of the shares is not swept in by that rule and follows the savings-income analysis instead. Because the outcome turns on the character of each event and the year in which it falls, two employees with identical grant letters can face very different results depending purely on their vesting schedules and their move dates. Anyone who has simply been told "Beckham means 24%" has not been shown how Article 93 actually applies to a real equity package. If you are still weighing whether the regime is right for you, our Beckham master guide walks through eligibility and process.

Special notes for US persons

US citizens and green-card holders carry an additional layer, because the United States taxes on the basis of citizenship rather than residence alone. Electing the Spanish regime does not switch off US filing, and equity compensation is one of the areas where the two systems most easily fall out of step.

• Timing mismatches — the moment the United States recognises an equity benefit and the moment Spain recognises it may not coincide, which can create mismatches that the US–Spain treaty and foreign tax credit mechanics do not always resolve cleanly.
• Character mismatches — an item treated as employment income in one country and something else in the other can complicate relief from double taxation.
• Sequencing of exercises and sales — because both countries have a claim, the order and timing of exercising options and selling shares should be planned with both systems in view.

Planning your equity events before you move

Everything above points to a single conclusion: the value of the regime for an equity holder is determined less by the headline 24% than by how each award is characterised and, above all, by when each event falls relative to arrival and departure. The planning is front-loaded — it belongs in the months before relocation, not in the tax return afterwards.

A sensible pre-move review usually covers:

• Mapping every award — options, RSUs, ESOP interests — against a calendar of arrival, the years the regime is expected to cover, and any anticipated departure.
• Separating, for each event, the employment-income moment (vesting or exercise) from the capital-gain moment (sale), so the genuinely qualifying share is clear.
• Identifying which timing levers actually exist — exercise dates are often controllable, RSU vesting dates usually are not.
• Checking whether the Startup Act's start-up equity measures apply to your particular plan and how they interact with the regime.
• For US persons, coordinating the analysis with a US adviser so that the sequence of exercises and sales works under both systems.
• Confirming the election mechanics and deadlines so the regime actually applies from the intended year — see the master guide for process.

Done well, this replaces a vague hope that "Beckham means 24% on my equity" with a clear, defensible picture of how each award will be taxed and in which year. For a tech employee or founder deciding whether to uproot a life around a compensation package, that difference is the whole point.

General information, not tax advice. Grounded in Article 93 of the Personal Income Tax Act (as amended by Law 28/2022). Equity taxation is highly fact-specific and depends on the instrument, the plan and timing; rates, thresholds and rules change and must be confirmed for your circumstances and year. US persons should also take advice from a US adviser.