RS/RSU
Jump to
Taxation of Employee - RS/RSU

Likely tax at vesting. Taxable amount is fair market value of the shares on the tax event.

RS/RSU income likely classified as salary (remuneration) income. Tax authorities may challenge employees who claim RS/RSU income as occasional income, which is taxable at a lower effective rate.

Tax on sale.

Sub Deduction - RS/RSU

Likely available if (1) reimbursement is made pursuant to a written agreement, (2) the award income is classified as remuneration income, and (3) amount reimbursed is determined in accordance with general accounting conventions.

However, deduction may not be available for awards granted to officers or directors of the local entity.

Withholding and Reporting - RS/RSU

Income Tax:
Generally, no withholding, unless the subsidiary is significantly involved in operation of plan and delivery of payment to employees.

Annual reporting required (assuming local entity is at least 50% owned by issuer and assuming no withholding is required).

Social Insurance Contributions:
Generally, no.

Securities Restrictions - RS/RSU

Generally, none.

Exchange Controls - RS/RSU

None.

Plan Entitlement - RS/RSU

Generally, no, if right to terminate plan is reserved in writing.

Data Privacy - RS/RSU

Companies are advised to check with their data privacy counsel to determine whether to rely on consent or other basis, after recent changes to data privacy rules in Japan.