CMS Expert Guide to Stock option grants in Poland

Yes.

However, please note that the stock option/RSU plan may be subject to regulatory requirements. 

Generally yes.

Especially with start-ups, for which RSU/stock options are a popular way to attract employees. However, in practice it is more common to let employees participate in a group-wide global plan. 

Yes. 

However, please remember that even if the offer is made by a foreign company, if made to Polish residents, it is usually subject to Polish capital markets requirements. In practice, many programmes are based on stocks options/RSUs offered by a foreign company, e.g. the parent company. 

Generally no.

Applying an evident recharge mechanism may increase the risk of the whole plan being treated as part of the employment relationship, which could create some issues, e.g. withholding the execution price.

Nevertheless, we see that the recharge is sometimes used. 

Yes.

This is partially covered by EU law (Prospectus Regulation, MAR, etc.) and to some extent by local/domestic Polish regulations. 

Yes.

In general, there are requirements to prepare and obtain approval from a financial regulator, and publish a prospectus, offering memorandum or other document. There are also certain reporting obligations to the financial regulator. However, there are also exceptions where equity incentive schemes are offered to employees. Much depends on the structure of the plan and should be confirmed with your legal advisor. 

Yes.

A grant is usually notifiable even when offered for a fee. Vesting is a typically reportable even in the case of prospectus/IM exceptions. 

Yes. 

In general, there are no capital markets provisions that can completely exclude such possibility, however there are many provisions making this kind of offering subject to regulatory requirements. 

Yes. 

Usually yes, however sometimes it is possible to benefit from exemptions applicable to employees. 

Yes.

Under preference, shares received in a programme are taxed only once on their sale, at 19%. 

It may be a taxable event if an incentive programme does not fall within the special taxation rules. However, as usually at the moment of grant/vesting the market value is not known or cannot be determined, the tax authorities agree that taxable income does not arise. 

Yes. 

If an incentive programme does not fall within special taxation rules. 

Yes.  

As a rule no. 

However, this depends on the current approach of the Polish tax authorities, which sometimes changes. Therefore, it is crucial to analyse each plan individually in light of the tax authorities’ current position. 

It may be a taxable event if an incentive programme does not fall within the special taxation rules. However, as usually at the moment of grant/vesting the market value is not known or cannot be determined, the tax authorities agree that taxable income does not arise. 

Yes.   

No. 

Yes. 

This depends on how the benefits are classified for personal income tax purposes. This also depends on whether the programme is implemented as part of the employment relationship or not. 

Yes. 

Yes. 

Usually, the burden of tax reporting for stock options/restricted units issued by a foreign company lies with the participant. However, the local subsidiary may also have reporting obligations, depending on its role in the programme. 

Yes. 

As a rule no. 

Commonly, a translation is not required if the plan is offered outside employment, unless public authorities conduct an audit. If the plan is part of the employment relationship, however, a translation will be necessary. 

No.

Yes. 

The regulatory exceptions related to the exemption from the prospectus requirement in general apply only to employees.

No. 

Unless there are any internal arrangements (e.g. collective agreement) providing so. 

Yes.

This is for employment law reasons rather than due to any specific requirements or tax treatment.