What are Restricted Stock Units (RSU)?
Restricted Stock Units (RSU) are rights that, under certain conditions, give free access to shares of the company or their financial equivalent.
They are usually granted to managers, executives, or key talents.
The grant is generally subject to one or more vesting conditions. This may include, for example, staying employed for a set period or meeting performance targets. The vesting schedule shows when and how much of the RSUs become final.
Their purpose is often to:
- Retain employees
- Strengthen their commitment
- Link them to the group’s performance
Why can RSUs be considered remuneration?
When setting up an RSU plan, you must look beyond its structure. The question is not only who grants the RSUs or who pays for them. What matters most is the purpose of the benefit and its connection to the employment relationship. In its judgment of 29 June 2026, the Court of Cassation reminds us that these points are key in deciding whether RSUs count as remuneration subject to social contributions.
Therefore, RSUs can be the payment for work done and so fall under the definition of remuneration when an RSU plan aims especially to:
- Retain your workers
- Encourage them to continue their career within the group
- Motivate them to invest more in their roles
Does the fact that the parent company grants the RSUs mean social contributions do not apply?
No, not necessarily.
In the case studied, the subsidiaries:
- Had not contractually promised to grant RSUs
- Did not decide themselves on the grant
- Did not directly or indirectly bear any cost related to the RSUs
- Communicated to the parent company the names of workers likely to be selected and the reasons for their recommendation
The parent company then decided on the grant, set the conditions, and made a direct agreement with the beneficiary worker.
However, the Court of Cassation considers that these facts are not enough on their own to exclude that RSUs are payment for work. The judges could therefore not rely mainly on the parent company’s independent role to say that RSUs were not remuneration.
What should you check in your RSU plan?
Have you set up an RSU plan or are you thinking about it? Check the following points:
- Clarify the plan’s purpose: retain your workers, encourage them to stay in the company, reward their performance, or link them to the group’s growth
- Identify the stakeholders: parent company, subsidiary, remuneration committee, and possible external service providers
- Review relevant documents: plan rules, grant agreement, HR communications, and selection criteria
- Examine the vesting conditions: seniority, contract maintenance, performance targets, or other conditions
- Check the consequences of leaving: resignation, dismissal, retirement, work incapacity, or other special cases
- Document the chosen social treatment to support your position in case of an audit.
The Court of Cassation does not say that all RSUs automatically count as remuneration. However, it reminds us that this cannot be ruled out just because the plan is managed by the parent company. A detailed look at the actual situation is always needed.
What does Securex do for you?
Your Legal Advisor can help you analyse your RSU plan and identify factors that may affect its classification under labour law and social security law.
For more information or questions, please contact your Legal Advisor by e-mail at myHR@securex.be.
