Global Share Option Plans

Belgium

Securities laws and regulation

Red flags	Response
What are the key securities laws and regulatory obligations or restrictions in relation to granting options, exercising options, selling resulting shares or other relevant events? For example, would a prospectus or any filings be required?	Securities law filings: There are no general securities law filing requirements in relation to the grant or exercise of options, or the selling of resulting shares, provided these are not offered to the public. Prospectus: The grant of non-transferable options should not fall under the Belgian and EU prospectus rules. Apart from the non-transferability, there are also a number of available exemptions, including de minimis thresholds and an exemption for offers to directors or employees where certain details of the offer are provided. Regulatory: Where options are not made available to the public, regulatory filings, especially with the Financial Services and Markets Authority (FSMA), are generally not necessary. Broad financial promotion rules aimed at protecting public investors do not apply.

Red flags

Response

What are the key securities laws and regulatory obligations or restrictions in relation to granting options, exercising options, selling resulting shares or other relevant events? For example, would a prospectus or any filings be required?

Securities law filings: There are no general securities law filing requirements in relation to the grant or exercise of options, or the selling of resulting shares, provided these are not offered to the public.

Prospectus: The grant of non-transferable options should not fall under the Belgian and EU prospectus rules. Apart from the non-transferability, there are also a number of available exemptions, including de minimis thresholds and an exemption for offers to directors or employees where certain details of the offer are provided.

Regulatory: Where options are not made available to the public, regulatory filings, especially with the Financial Services and Markets Authority (FSMA), are generally not necessary. Broad financial promotion rules aimed at protecting public investors do not apply.

Exchange control

Red flags	Response
Are there any exchange control restrictions, notification/filing, or approval requirements related to the exercise of options or sale of shares?	There are no Belgian exchange controls in relation to the grant or exercise of options or sale of the resulting shares.

Company law

Red flags	Response
Are there any red flag company law and corporate governance considerations, for example, shareholder approval requirements or financial assistance restrictions?	There are no general corporate governance requirements for private companies that apply to the grant of options, unless the company has voluntarily chosen to follow a corporate governance code (other than in regulated sectors such as financial services). Subject to the company's constitutional documents and/or any agreement with shareholders/investors, certain consents or approvals may be needed.

Employment law

Red flags	Response
Are there any material employment law issues to be aware of, for example the requirement to consult employees?	There are generally no employment law issues related to the grant of options to Belgian employees, subject to the terms of any collective bargaining agreements on a sectoral or company level. In case there is a works council within the company, the works council must be consulted, since the granting of options is considered as a part of the salary package of the employee and is therefore also considered as an essential labour condition of the employment. Equal treatment (by category of workers) is also important in this context.

Red flags

Response

Are there any material employment law issues to be aware of, for example the requirement to consult employees?

There are generally no employment law issues related to the grant of options to Belgian employees, subject to the terms of any collective bargaining agreements on a sectoral or company level.

In case there is a works council within the company, the works council must be consulted, since the granting of options is considered as a part of the salary package of the employee and is therefore also considered as an essential labour condition of the employment.

Equal treatment (by category of workers) is also important in this context.

Plan communications

Red flags	Response
Are there any requirements for the communications, for example, a translation into any language(s), and if so, which?	Belgium has very specific and strict legislation regarding the use of languages in employment matters: For employees associated with a workplace in the Dutch-speaking part of Belgium, it is mandatory to use Dutch in all written (such as an option plan) and verbal communications between the employer and the employee. Similarly, the use of French/German is required for all communications with staff members associated with a workplace in the French-speaking/German-speaking part of Belgium. For employees linked to a workplace in the Brussels region, Dutch is required for Dutch-speaking workers and French for French-speaking workers. It is possible to add an English (or any other) translation, but this version will not be the official version and can only be used for translation purposes only.

Red flags

Response

Are there any requirements for the communications, for example, a translation into any language(s), and if so, which?

Belgium has very specific and strict legislation regarding the use of languages in employment matters:

For employees associated with a workplace in the Dutch-speaking part of Belgium, it is mandatory to use Dutch in all written (such as an option plan) and verbal communications between the employer and the employee.
Similarly, the use of French/German is required for all communications with staff members associated with a workplace in the French-speaking/German-speaking part of Belgium.
For employees linked to a workplace in the Brussels region, Dutch is required for Dutch-speaking workers and French for French-speaking workers.

It is possible to add an English (or any other) translation, but this version will not be the official version and can only be used for translation purposes only.

Data protection

Red flags	Response
What are the key data protection requirements, if any?	Employees should be informed of how their personal information is collected, processed and disclosed, in connection with an employee share plan. The general GDPR rules are also applicable in this context.

Governing law

Red flags	Response
Will governing law and jurisdiction clauses be effective?	In general, the governing law and jurisdiction clauses are likely to be effective, but the Belgian courts may also claim jurisdiction for questions which relate to a Belgian employment.

Tax treatment

Red flags	Response
What is the tax and social security treatment (including other employee and employer levies)? Are there any red flag issues, for example tax on grant, filings or notifications?	Capital gains on sale of shares (new rules are expected to take effect in 2026, but the final legislation has not yet been enacted): Belgium is introducing a general capital gains tax on financial assets (including shares) held by individuals, effective 1 January 2026. The current proposal sets the tax rate at 10% on realised capital gains, with an annual exemption. Whilst gains realised on the sale of shares acquired through qualifying stock options have traditionally been tax-exempt, future disposals may fall within the scope of this new tax, depending on the final legislation and applicable exemptions. This change does not affect the taxation of the option benefit at grant, but may impact the net outcome for employees at the time of sale. Tax on grant: By default, share options granted in the context of a professional relationship are treated as conferring a benefit that is taxable at the time of grant, irrespective of whether the options are conditional or not. Where the options are granted by a written option agreement and therefore have been accepted by the employee in writing, the option is deemed to have been ‘granted’ for Belgian tax purposes on the 60th day following the date of offer, even if the right to exercise the option is conditional. If written acceptance is given after the 60th day, the Belgian Minister of Finance will consider that the share options no longer fall within this treatment and they are instead taxable on the date of exercise, as a purchase of shares at a reduced price. If the share options are not accepted at all, there is no benefit arising from the offer. Taxable benefit: If an option holder accepts the options within 60 days of the offer date (for example, under a bilateral option agreement), the taxable benefit is calculated based on 18% of the value of the underlying shares (multiplied by the number of options subject to the option). For options which lapse more than five years after the date of grant, an additional 1% per year, or part of a year, is added. These percentages can be reduced by half if the options are granted in respect of shares in the employer entity itself and certain further conditions are met. Social security: Taxable benefits derived from options granted to employees are generally exempt from Belgian social security charges. Social security will nevertheless be due if: the terms of the share option plan or option agreement guarantees benefits that are certain to the option holder (the value of the benefits will be subject to social security contributions), and the options are ‘in the money’, meaning that the exercise price of the options is less than the value of the shares to which the options relate at the time of grant (the amount of the discount will be subject to social security contributions). 20% limit: Based on Belgian rulings, to be on the safe side (and retain the tax and social contribution benefits listed above) it is recommended that the actual value of the options granted to an employee does not exceed 20% of their total remuneration package. The total remuneration package on an annual basis is comprised of the gross monthly salary (x12.92 payouts including holiday pay), gross 13th month, and gross variable remuneration.

Red flags

Response

What is the tax and social security treatment (including other employee and employer levies)? Are there any red flag issues, for example tax on grant, filings or notifications?

Capital gains on sale of shares (new rules are expected to take effect in 2026, but the final legislation has not yet been enacted): Belgium is introducing a general capital gains tax on financial assets (including shares) held by individuals, effective 1 January 2026. The current proposal sets the tax rate at 10% on realised capital gains, with an annual exemption. Whilst gains realised on the sale of shares acquired through qualifying stock options have traditionally been tax-exempt, future disposals may fall within the scope of this new tax, depending on the final legislation and applicable exemptions. This change does not affect the taxation of the option benefit at grant, but may impact the net outcome for employees at the time of sale.

Tax on grant: By default, share options granted in the context of a professional relationship are treated as conferring a benefit that is taxable at the time of grant, irrespective of whether the options are conditional or not. Where the options are granted by a written option agreement and therefore have been accepted by the employee in writing, the option is deemed to have been ‘granted’ for Belgian tax purposes on the 60th day following the date of offer, even if the right to exercise the option is conditional.

If written acceptance is given after the 60th day, the Belgian Minister of Finance will consider that the share options no longer fall within this treatment and they are instead taxable on the date of exercise, as a purchase of shares at a reduced price. If the share options are not accepted at all, there is no benefit arising from the offer.

Taxable benefit: If an option holder accepts the options within 60 days of the offer date (for example, under a bilateral option agreement), the taxable benefit is calculated based on 18% of the value of the underlying shares (multiplied by the number of options subject to the option). For options which lapse more than five years after the date of grant, an additional 1% per year, or part of a year, is added. These percentages can be reduced by half if the options are granted in respect of shares in the employer entity itself and certain further conditions are met.

Social security: Taxable benefits derived from options granted to employees are generally exempt from Belgian social security charges. Social security will nevertheless be due if:

the terms of the share option plan or option agreement guarantees benefits that are certain to the option holder (the value of the benefits will be subject to social security contributions), and
the options are ‘in the money’, meaning that the exercise price of the options is less than the value of the shares to which the options relate at the time of grant (the amount of the discount will be subject to social security contributions).

20% limit: Based on Belgian rulings, to be on the safe side (and retain the tax and social contribution benefits listed above) it is recommended that the actual value of the options granted to an employee does not exceed 20% of their total remuneration package. The total remuneration package on an annual basis is comprised of the gross monthly salary (x12.92 payouts including holiday pay), gross 13th month, and gross variable remuneration.

Non-employee options

Red flags	Response
Are there any issues with granting options to non-group employees, eg advisers/consultants or PEO employees?	It is possible to grant options to non-employees. However, it is not possible to rely on granting these pursuant to an employee share scheme. It is advisable to grant non-employee options under a standalone scheme separate to the employee share option plan. Share options granted to self-employed directors will trigger (self-employed scale) social security contributions, unless their other income equals or exceeds the ceiling up to which self-employed social security contributions are due.

Red flags

Response

Are there any issues with granting options to non-group employees, eg advisers/consultants or PEO employees?

It is possible to grant options to non-employees. However, it is not possible to rely on granting these pursuant to an employee share scheme. It is advisable to grant non-employee options under a standalone scheme separate to the employee share option plan.

Share options granted to self-employed directors will trigger (self-employed scale) social security contributions, unless their other income equals or exceeds the ceiling up to which self-employed social security contributions are due.

Other

Red flags	Response
Are there any other red flags, for example, is a sub-plan required?	No other red flags.

Securities laws and regulation

Red flags

Are there any exchange control restrictions, notification/filing, or approval requirements related to the exercise of options or sale of shares?

Response

There are no Austrian exchange controls in relation to the grant or exercise of options or sale of the resulting shares.

Exchange control

Red flags

Are there any exchange control restrictions, notification/filing, or approval requirements related to the exercise of options or sale of shares?

Response

There are no Belgian exchange controls in relation to the grant or exercise of options or sale of the resulting shares.

Company law

Red flags

Are there any red flag company law and corporate governance considerations, for example, shareholder approval requirements or financial assistance restrictions?

Response

There are no general corporate governance requirements for private companies that apply to the grant of options, unless the company has voluntarily chosen to follow a corporate governance code (other than in regulated sectors such as financial services).

Subject to the company's constitutional documents and/or any agreement with shareholders/investors, certain consents or approvals may be needed.

Employment law

Red flags

Are there any material employment law issues to be aware of, for example the requirement to consult employees?

Response

There are generally no employment law issues related to the grant of options to Belgian employees, subject to the terms of any collective bargaining agreements on a sectoral or company level.

In case there is a works council within the company, the works council must be consulted, since the granting of options is considered as a part of the salary package of the employee and is therefore also considered as an essential labour condition of the employment.

Equal treatment (by category of workers) is also important in this context.

Plan communications

Red flags

Are there any requirements for the communications, for example, a translation into any language(s), and if so, which?

Response

Belgium has very specific and strict legislation regarding the use of languages in employment matters:

For employees associated with a workplace in the Dutch-speaking part of Belgium, it is mandatory to use Dutch in all written (such as an option plan) and verbal communications between the employer and the employee.
Similarly, the use of French/German is required for all communications with staff members associated with a workplace in the French-speaking/German-speaking part of Belgium.
For employees linked to a workplace in the Brussels region, Dutch is required for Dutch-speaking workers and French for French-speaking workers.

It is possible to add an English (or any other) translation, but this version will not be the official version and can only be used for translation purposes only.

Data protection

Red flags

What are the key data protection requirements, if any?

Response

Employees should be informed of how their personal information is collected, processed and disclosed, in connection with an employee share plan.

The general GDPR rules are also applicable in this context.

Governing law

Red flags

Will governing law and jurisdiction clauses be effective?

Response

In general, the governing law and jurisdiction clauses are likely to be effective, but the Belgian courts may also claim jurisdiction for questions which relate to a Belgian employment.

Tax treatment

Red flags

What is the tax and social security treatment (including other employee and employer levies)? Are there any red flag issues, for example tax on grant, filings or notifications?

Response

Capital gains on sale of shares (new rules are expected to take effect in 2026, but the final legislation has not yet been enacted): Belgium is introducing a general capital gains tax on financial assets (including shares) held by individuals, effective 1 January 2026. The current proposal sets the tax rate at 10% on realised capital gains, with an annual exemption. Whilst gains realised on the sale of shares acquired through qualifying stock options have traditionally been tax-exempt, future disposals may fall within the scope of this new tax, depending on the final legislation and applicable exemptions. This change does not affect the taxation of the option benefit at grant, but may impact the net outcome for employees at the time of sale.

Tax on grant: By default, share options granted in the context of a professional relationship are treated as conferring a benefit that is taxable at the time of grant, irrespective of whether the options are conditional or not. Where the options are granted by a written option agreement and therefore have been accepted by the employee in writing, the option is deemed to have been ‘granted’ for Belgian tax purposes on the 60th day following the date of offer, even if the right to exercise the option is conditional.

If written acceptance is given after the 60th day, the Belgian Minister of Finance will consider that the share options no longer fall within this treatment and they are instead taxable on the date of exercise, as a purchase of shares at a reduced price. If the share options are not accepted at all, there is no benefit arising from the offer.

Taxable benefit: If an option holder accepts the options within 60 days of the offer date (for example, under a bilateral option agreement), the taxable benefit is calculated based on 18% of the value of the underlying shares (multiplied by the number of options subject to the option). For options which lapse more than five years after the date of grant, an additional 1% per year, or part of a year, is added. These percentages can be reduced by half if the options are granted in respect of shares in the employer entity itself and certain further conditions are met.

Social security: Taxable benefits derived from options granted to employees are generally exempt from Belgian social security charges. Social security will nevertheless be due if:

the terms of the share option plan or option agreement guarantees benefits that are certain to the option holder (the value of the benefits will be subject to social security contributions), and
the options are ‘in the money’, meaning that the exercise price of the options is less than the value of the shares to which the options relate at the time of grant (the amount of the discount will be subject to social security contributions).

20% limit: Based on Belgian rulings, to be on the safe side (and retain the tax and social contribution benefits listed above) it is recommended that the actual value of the options granted to an employee does not exceed 20% of their total remuneration package. The total remuneration package on an annual basis is comprised of the gross monthly salary (x12.92 payouts including holiday pay), gross 13th month, and gross variable remuneration.

Non-employee options

Red flags

Are there any issues with granting options to non-group employees, eg advisers/consultants or PEO employees?

Response

It is possible to grant options to non-employees. However, it is not possible to rely on granting these pursuant to an employee share scheme. It is advisable to grant non-employee options under a standalone scheme separate to the employee share option plan.

Share options granted to self-employed directors will trigger (self-employed scale) social security contributions, unless their other income equals or exceeds the ceiling up to which self-employed social security contributions are due.