What is RSU Tax Treatment for Startups and Companies?‍

Casey Fenton

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Imagine you're contemplating offering Sarah, a key employee, either 1,000 RSUs or stock options in your rising startup. If your stock is worth $20 a share, Sarah's potential income from RSUs would be $20,000 when they vest. Simple, right? Now, let's say your stock surges to $40 by the time she decides to sell. With RSUs, Sarah’s additional gain would be $20,000, taxed at the capital gains rate—much lower than the income tax rate. If she had stock options, she'd need to first exercise them, potentially paying a higher tax rate on a larger amount of money. But that's just scratching the surface.

Navigating the maze of equity compensation taxation can be complex, yet vital for attracting and retaining top talent. While stock options have their own merits, RSUs often offer a more predictable and beneficial tax treatment for both you and your employees. Read on to uncover the intricacies of RSU taxation, so you can make informed decisions that are tax-efficient and employee-friendly.

What is RSU Tax Treatment in Different Scenarios?

Navigating the world of RSUs becomes particularly complex when your startup or company deals with different scenarios. Let's break down some of the most common cases to give you a clearer picture.

1. Early-Stage Startups

In early-stage startups, employees often receive RSUs with a low fair market value (FMV). While this can be advantageous tax-wise, it's crucial to remember that future growth in stock value will be subject to taxes. So, even if the initial tax hit is minimal, prepare your employees for potential tax liabilities as your startup scales.

2. High-Growth Companies

In high-growth companies, RSUs can have significant value by the time they vest. Educate your employees on the need for tax planning, as the FMV of vested RSUs could push them into a higher tax bracket, affecting their overall tax liability.

3. Companies Going Public

If your company is going public, hold onto your hats—the taxation rules get trickier. The market value of the RSUs can fluctuate dramatically following an Initial Public Offering or IPO. This could significantly impact the tax liability of your employees. Advanced planning is key, and employees might want to consider selling a portion of shares immediately upon vesting to cover taxes.

4. U.S. Citizens Working Abroad

If you have U.S. employees stationed overseas, their RSUs are still subject to U.S. taxation. However, they might be eligible for the Foreign Earned Income Exclusion or tax credits for foreign taxes paid. Working in tandem with a tax advisor can help optimize their tax position.

5. Non-U.S. Citizens

For employees who are not U.S. citizens, the RSU tax treatment depends on tax treaties between the U.S. and the employee's home country. In some cases, double taxation could occur unless specific forms are filed or credits are claimed. Be proactive in consulting international tax experts to mitigate these issues.

6. Employees in Multiple States

Do you have employees who work in multiple states? State-specific tax obligations can become a labyrinth. Some states may require tax payment based on the period the employee worked there, while others may calculate it differently. Know the rules and advise your employees to seek professional tax guidance.

7. Special Vesting Conditions

If your RSUs have special vesting conditions, like performance milestones or company-based metrics, these can affect when the RSUs are considered "earned" and therefore taxable. Make sure both you and your employees understand how these conditions interact with tax obligations.

When Does RSU Taxation Occur?

Understanding the timing of taxation for RSUs can be a game-changer in your equity compensation strategy. It's not just about "if" you'll face taxes, but "when" these taxes will hit you or your employees. Here’s a granular look at the specific events triggering tax liability.

1. Vesting Date

The vesting date is the first critical juncture when RSUs morph from a mere promise to actual income. As the employer, it's on you to correctly calculate and withhold the required taxes based on the fair market value (FMV) of the vested RSUs on that date. This is often done through a "sell-to-cover" mechanism, where enough shares are sold to cover the tax liability, and the remaining shares are transferred to the employee.

For high-earning employees or those with a large number of RSUs vesting, the tax withheld at vesting may not be sufficient to cover their tax liability for the year. They might need to make estimated quarterly tax payments to avoid underpayment penalties.

2. Exercise of Rights

In some unique RSU plans, an employee may have the right to defer the delivery of the shares even after they have vested. Be cautious! Deferring share delivery doesn’t defer the tax obligation. The tax is still due based on the FMV of the shares at the vesting date.

3. Dividend Equivalents

If your RSU plan includes dividend equivalents—additional units granted based on the dividends paid on the underlying shares—be aware that these are also taxable. They are generally treated as additional income and are taxed at the same rate as the RSUs.

4. Change of Residency

If an employee moves to a different state or country between the grant date and the vesting date, the tax implications can be complex and might require apportioning income between jurisdictions. This could also influence the timing of when tax payments are due.

5. Termination or Resignation

What happens if an employee leaves before the RSUs vest? Generally, unvested RSUs are forfeited without tax implications. However, if your plan has provisions for accelerated vesting upon termination, the RSUs would become taxable at that time.

By understanding the timing of RSU taxation and planning accordingly, you can better guide your employees and make more informed choices as a business. The timing isn’t just a matter of "when" but also a matter of "how" you and your employees will meet your financial and tax obligations effectively.

What Happens to Fully Vested RSUs?

Upon vesting, you’ll usually withhold some of the shares to cover the tax liability and release the remaining shares to the employee. It's crucial to get the tax withholding correct to avoid underpayment penalties. After this, if the employee holds onto these shares, any further appreciation is subject to capital gains tax, as mentioned earlier.

Are RSUs Subject to Double-Taxation?

The term "double taxation" might sound alarming, but when it comes to RSUs, there's good news: they are not subject to double taxation in the way that you might fear. However, it's essential to understand why some people get confused by this, and where different kinds of taxation actually do apply.

Separating Ordinary Income and Capital Gains

When RSUs vest, they become ordinary income and are taxed accordingly. Later, if your employees decide to sell the shares and make a profit, that profit is subject to capital gains tax. While this might seem like the RSUs are being taxed twice, these are two separate tax events concerning two different types of earnings. So, no, it's not double taxation.

Tax Withholding at Source

Here's where you come in as an employer. On the vesting date, you'll often sell a portion of the vested shares "to cover" the required withholding for income taxes, Social Security, and Medicare. This ensures that the IRS gets its share right off the bat, minimizing the risk of underpayment penalties for your employees.

Special Consideration for Foreign Employees

Now, if you have employees who are citizens of another country, or U.S. citizens working abroad, additional complexities can arise. They may be subject to tax obligations in their country of residence or citizenship in addition to U.S. taxes. However, many countries have tax treaties with the U.S., allowing for a foreign tax credit or exclusion to avoid true double taxation.

State Taxes

For employees residing in one state while working in another, or those who move states, the issue of state taxes comes into play. The states involved may both try to tax the RSUs, but credits are usually available to prevent double taxation at the state level.

Corporate Taxation

It's also worth mentioning that the issuance of RSUs doesn't generally have direct tax implications for the company itself. The cost of issuing RSUs is often considered a business expense, but this doesn't translate into any form of double taxation concerning the RSUs.

Are There Specific RSU Tax Rates?

The rate at which RSUs are taxed depends on your employee’s total income, including the RSUs. Typically, RSUs are taxed at the federal income tax rate of the employee. For capital gains, the rate can be either short-term or long-term, depending on how long the employee holds the shares after vesting.

How Different is the Tax Treatment for Stock Options?

Stock options and RSUs are similar but have distinct tax treatments. With stock options, there's no tax implication at the grant date or the vesting date, only at the exercise and sale dates. Also, stock options can qualify for long-term capital gains if held for over a year, which may offer a lower tax rate than RSUs. However, stock options come with more risk as they can become worthless if the stock price falls below the exercise price.

What About RSA Taxation?

Restricted Stock Awards (RSAs) are another form of equity compensation. Unlike RSUs, RSAs become your property on the grant date. However, you can't sell or transfer them until they vest. The taxation for RSAs is similar to RSUs, but there are options for early taxation, known as an 83(b) election, which can be advantageous in certain scenarios.

Why RSUs Are Still Preferable to Stock Options Tax-Wise

When it comes to equity compensation, the debate often boils down to RSUs versus stock options. While both have their merits, RSUs frequently emerge as the winner from a tax standpoint.

✔ Predictability in Tax Treatment

First and foremost, RSUs offer a level of predictability that's hard to match. The value of RSUs is determined on the vesting date based on the fair market value (FMV) of the shares. This creates a straightforward tax event. With stock options, the situation can be more complex. Employees must exercise the options and then sell the shares, creating multiple tax events with varying tax rates, which can be complicated to navigate.

✔ No Upfront Financial Burden

Stock options often require employees to pay the exercise price when they decide to convert their options into actual shares. This upfront financial burden could be hefty and also complicate tax planning. With RSUs, there's no such upfront cost—employees are taxed upon vesting, based on the FMV of the shares, and can often use a "sell-to-cover" option to handle the tax liability.

✔ Lower Risk of Financial Loss

RSUs offer the advantage of inherent value. Unlike stock options, which can become worthless if the stock price drops below the exercise price, RSUs will retain some value unless your company’s stock becomes entirely worthless. This also means that the tax impact is more likely to be aligned with the actual value received by the employee, minimizing the risk of "overpaying" taxes relative to the benefit gained.

✔ Simplicity and Employee Goodwill

The straightforward nature of RSU taxation often makes it easier for employees to understand what they’re getting and what their tax obligations will be. This simplicity can translate into employee goodwill and a greater appreciation for their compensation package, whereas the complexity of stock options might leave them bewildered or frustrated.

✔ Tax Deferral Opportunities

Certain RSU plans allow for tax deferral under specific conditions, such as when retirement or other milestones are reached. While stock options can also be designed with tax deferral features, the mechanisms are usually more complex and less commonly used, making RSUs generally more flexible in this regard.

✔ Aligning Interests Without Tax Complexity

One of the principal benefits of equity compensation is aligning the interests of employees and shareholders. RSUs do this effectively without adding layers of tax complexity. The alignment comes from the inherent structure of RSUs, rather than through a maze of exercise prices, vesting cliffs, and expiration dates that can complicate stock option taxation.

RSUs aren't a one-size-fits-all solution, but when it comes to tax implications, they often offer advantages that make them preferable to stock options. Both you and your employees can navigate RSU taxation more effortlessly, making it easier to focus on what truly matters: building a thriving and sustainable business.

Want to know more about RSUs? Or maybe you want to trial run on how RSUs could work for your business? Book a demo with Upstock today to see the difference.

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ABOUT THE AUTHOR

Casey Fenton

Founder, Upstock & Couchsurfing, AI and Equity Innovator

Casey Fenton, the founder of Upstock & Couchsurfing and an AI and equity innovator, has revolutionized how we perceive and implement equity in the workplace. His foresight in creating platforms that not only connect people but also align their interests towards communal and corporate prosperity has established him as a pivotal figure in technology and community building. Casey speaks worldwide on topics including ownership mindset, worker equity, With Upstock and Couchsurfing, he has demonstrated an unparalleled expertise in harnessing technology for the betterment of community interaction and organizational benefits.

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