Equity Law in Argentina
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 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.
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.
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.
Social insurance contributions are generally payable by the employee and employer when the shares are purchased.
A Medicare levy is payable by the employee when the purchase right is subject to income tax on the amount included in taxable income. An additional Medicare levy surcharge may also be imposed on a higher-income employee without appropriate health insurance.
Social insurance contributions are payable on the spread, subject to a cap. Withholding is required.
Generally, the spread is not subject to social insurance contributions, provided at least they are not granted by the employer of the beneficiary and the employer does not intervene in the administration of the plan.
Whenever the stock purchase plan does not provide any economic benefit to the employee (for example, when the shares are purchased at fair market value), it would not be subject to social insurance contributions upon grant nor exercise.
If the stock purchase plan provides an economic benefit that is treated as employment compensation (for example, when the employee acquires the shares at a significant discount), purchase rights may be subject to social insurance contributions in case payment or reimbursement is made by the Brazilian subsidiary.
Generally, social insurance contributions, which are based on an employee's compensation and are subject to a cap, are payable on the spread when the shares are purchased.
Generally, the spread is likely not subject to social insurance contributions, subject to applicable contribution ceilings.
Any capital gains arising from the sale of shares obtained through the exercise of an option does not constitute remuneration for labor law and social security purposes under Articles 41 and 42 of the Labor Code.
Social insurance contributions may be imposed on the spread.
Considering that employee pays for the total stock price and no payment is made by the employer, no labor extralegal benefit is paid by employer. Thus, no social taxes will be accrued.
Generally, social security and health insurance contributions do apply when the employee acquires shares or RSUs in the employer or in a parent, subsidiary or other capital-connected company.
Such benefits are deemed to constitute accounted-for income of the employee in the calendar month in which the certain event occurs (as described in the “Tax” section) or, as applicable, upon the sale of the shares, and are therefore included in the assessment base for social security and health insurance contributions.
By contrast, qualified employee stock options are not deemed to constitute accounted-for income for social security and health insurance purposes. Consequently, the acquisition or exercise of qualified employee stock options does not form part of the assessment base, and social security and health insurance contributions do not apply.
For the sake of completeness, social security and health insurance contributions also do not apply provided that:
The Czech employer is not responsible for the cost of the plan (ie, there is no reimbursement of costs)
The shares of the Czech employer are not included in the plan and
Payments are not made through the Czech employer.
The spread is subject to Danish labor market contribution when the spread is taxable as salary.
The spread may be subject to social insurance contributions.
The spread is not subject to social insurance obligations.
The spread may be subject to certain social insurance contributions.
Employee
The acquisition gain is subject to social charges (eg, CSG-CRDS at a global rate of 9.7 percent, a social employee contribution of around 25 percent) due by the employer.
Capital gain is subject to social charges (ie, CSG-CRDS) at a global rate of 18.6 percent8, including a 6.8 percent deductible from taxable income, due by the employee9.
Employer
Subject to social security contribution of approximately 45 percent due by the employer.
Acquisition gain social charges are subject to withholding requirements
8 The increase in the CSG rate applies to capital gains realized in 2025 and onwards.
9 Please note that the Finance Law for 2025 introduced a new management package regime applicable to securities whose disposal, sale, conversion or lease occurred on or after February 15, 2025. If the stock purchase rights fall within the scope of this new regime, the portion of the capital gain exceeding three times the company’s financial performance ratio will be treated as employment income and will be subject to a specific social contribution at a rate of 10 percent provided that certain conditions are met.
The spread is subject to social insurance obligations, up to a cap.
Typically, according to the existing social security legislation, stock purchase plans are subject to social insurance at vesting.
Not applicable for this jurisdiction.
Generally, proceeds from the acquisition of shares and the subsequent sale of shares are subject to social tax.
Social insurance generally is not applicable to purchase right benefits.
Unless the parent company is reimbursed by the subsidiary for purchase right benefits which are routinely granted, such benefits generally are not subject to social insurance contributions.
The spread is subject to social insurance contributions. Employer social insurance contributions will not apply unless the award is cash-settled.
Portions of the taxable amount are subject to social insurance contributions, depending on whether granted under the trustee capital gains route.
The spread at purchase is subject to social insurance. However, a case-by-case analysis is recommended.
The spread is not subject to social insurance contributions, as long as the purchase rights are not deemed part of the employee's salary.
There is no social insurance scheme per se for Malaysia but there is a mandatory requirement for contributions to the Employees' Provident Fund (EPF) for all employees who are Malaysian citizens. There is also a mandatory requirement for employers to contribute to the Social Security Organisation (SOCSO) and this is applicable to both local and foreign employees. The requirement to contribute to the EPF and SOCSO is based on a percentage of wages. So far as the plan is carved out and not made a term of the employment contract and does not form part of wages, there is no requirement to contribute to EPF or SOCSO based on the employee's entitlement to the stocks.
The spread is likely subject to social insurance contributions if it is paid by the Mexican subsidiary through payroll; or if the Mexican subsidiary reimburses the parent company for the cost of the purchase rights.
Social insurance contributions are imposed on benefits to the extent that the employee's annual employment income has not yet exceeded the maximum income base for social security premiums.
New Zealand does not operate a general social insurance regime.
Social insurance contributions are generally payable by the employer and the employee. However, there are no specific requirements for social insurance contributions in relation to employee share and stock options.
The spread is subject to social insurance contributions at exercise.
Unless the parent company is reimbursed by the Philippine subsidiary for purchase right benefits, such benefits generally are not subject to social insurance contributions.
Unless the subsidiary is involved in the offer of purchase rights or reimburses the parent company, the spread is generally not subject to social insurance contributions.
Employers and employees make monthly social security contributions based on monthly earnings – as a rule, 23.75 percent of the relevant retribution for the employer and 11 percent for the employee. Ownership of securities is not taken into consideration to calculate said contribution, unless it is considered part of the employee’s remuneration.
Unless the offer of purchase rights is deemed to be an employment benefit, the spread generally is not subject to social insurance contributions.
Generally, the spread is unlikely to be subject to social insurance contributions.
The spread generally is not subject to social insurance contributions.
The spread subject to tax generally is subject to social insurance contributions and employee health insurance contributions of both the employee and the employer.
The spread is generally subject to social insurance contributions.
The spread is generally subject to social insurance contributions upon purchase.
The spread at purchase is subject to social insurance contributions, subject to the general ceiling exemptions.
The spread is subject to social insurance contributions at exercise.
The spread is subject to social insurance.
If the taxable income of any employee upon each purchase exceeds TWD20,000 (approximately USD700), the entire income is subject to Taiwan social insurance contributions at 2.11 percent.
The spread is generally not subject to social insurance contributions.
The spread is subject to social insurance contributions.
Stock purchase rights are not subject to social insurance obligations, nor are dividends and proceeds from the sale of shares.
National Insurance Contributions (NICs) are due on the discount at purchase if shares are "readily convertible assets."
Through an approved Joint Election or other contractual arrangement, the employer's NICs obligation may in some circumstances be transferred from the employer to the employee.
The spread is not subject to social insurance.
The spread is generally not subject to social insurance contributions.