On 29 June 2026 (S.24.0021.N), the Belgian Court of Cassation issued an important judgment concerning Restricted Stock Units (RSUs) granted by a foreign parent company to employees of Belgian group companies.
The judgment may have significant implications for Belgian employers participating in international equity and incentive plans.
- What did the Court of Cassation decide?
The Court of Cassation focused on the substance and purpose of the benefit, rather than merely on the formal structure of the RSU arrangement.
Under the Belgian concept of remuneration, a benefit can constitute consideration for work performed under an employment contract. The Court confirmed that this includes benefits granted to retain employees, encourage them to continue performing their duties, or ensure their continued commitment.
Importantly, the fact that the RSUs were formally granted by the foreign parent company does not, in itself, prevent them from qualifying as remuneration.
The Court therefore emphasised that the purpose of the RSUs and their connection with the employment relationshipare key elements in determining whether they constitute remuneration for Belgian social security purposes.
The key message is therefore clear: the legal identity of the grantor is not, by itself, decisive for the social security treatment of an RSU. The purpose and connection with the employment relationship matter.
The case has been referred back to the Brussels Labour Court of Appeal for further consideration.
- What is the practical impact of this decision ?
If the RSUs are ultimately qualified as remuneration, Belgian social security contributions may be due on the value of the benefit. The practical impact can therefore be significant: an equity award that was previously treated as outside Belgian social security may potentially become subject to Belgian employer and employee social security contributions, as well as the related reporting obligations.
This is precisely why the judgment matters for existing international RSU plans: the issue is not merely one of legal classification, but potentially one of additional Belgian social security costs, reporting and compliance obligations.
- Why this matters beyond RSUs
The reasoning may have a broader impact on benefits granted by third parties, including:
- retention and loyalty bonuses, potentially including holiday pay;
- commissions or other incentive payments granted by group companies or third parties; and
- other benefits that are not directly paid or contractually promised by the Belgian employer.
The underlying question remains: is the benefit, in substance, consideration for work performed under the employment relationship?
- Retroactive regularizations ?
This also raises the possibility of retroactive regularisations for employers that have operated RSU plans without Belgian social security contributions, potentially including contributions over previous years, interest and penalties.
The actual exposure will depend on the specific facts and the applicable limitation and procedural rules.
- Do not forget the tax parallel
The social security analysis should be considered alongside the Belgian tax rules introduced in 2019.
Article 270 §2 of the Belgian Income Tax Code was introduced by the Act of 11 February 2019 to address remuneration granted to employees by an affiliated foreign company.
Under this provision, and subject to the statutory conditions, remuneration received from an affiliated foreign company in respect of, or in connection with, the employee’s professional activities for the Belgian company is treated, for Belgian withholding tax purposes, as if it had been granted by the Belgian company itself.
Circular 2019/C/100 provides guidance on the application of these rules.
The practical consequence is important: the foreign parent may legally grant and pay the benefit, while the Belgian employer may nevertheless have payroll withholding and reporting obligations.
Tax and social security remain distinct legal regimes, and the conditions for applying Article 270 WIB should not simply be transposed to social security. But the two regimes point towards a similar practical reality: the fact that remuneration comes from a foreign group company does not necessarily remove Belgian obligations.
- What should Belgian employers do?
- Take stock : Identify all RSU, equity, retention and bonus plans operated by foreign group companies for Belgian employees.
- Look at the purpose : Is the plan genuinely intended as an investment or shareholder benefit, or do retention, loyalty, performance and continued service play a role?
- Examine Belgian involvement : Who selects employees? Who nominates them? Who makes recommendations? Who determines the conditions? Who communicates the award?
- Revisit the documentation : Review the grant agreement, plan rules, selection criteria, vesting conditions and internal HR communications.
- Assess tax and social security together : The same incentive may create obligations under both regimes, although the legal analysis remains distinct.
- Document your position : For recurring international incentive plans, a clear and well-supported position in advance is far preferable to explaining afterwards why nothing was reported.
- ClarityLegal takeaway
The judgment of 29 June 2026 shifts the focus. From “Who grants the RSU?” to “Why is the RSU granted, and what is its connection with the employment relationship?”
A foreign grantor is therefore not an automatic safe harbour.
For Belgian employers participating in international incentive plans, now is a good time to review existing RSU, equity and bonus structures from a Belgian legal perspective.
Because sometimes the remuneration does not come from Belgium. But the Belgian obligations might.
