Global Employer Services News

The Supreme (Court of Cassation) issued an important decision on 29 June 2026 regarding the Belgian social security treatment of restricted stock units (RSUs) granted by a foreign parent company to employees of Belgian group companies. The ruling may have far-reaching implications for multinational groups that operate long-term incentive plans in Belgium, particularly where awards are intended to retain or motivate Belgian employees.

For multinational employers with Belgian employees, the ruling means parent company equity awards may require closer social security review, even if the Belgian employer is not the formal grantor or cost bearer.

Background

As discussed in an earlier GES News article, the Belgian social security authorities (RSZ/ONSS) have long applied a broad interpretation of what constitutes remuneration subject to Belgian social security contributions. This approach has led to disputes where equity awards are granted by a parent company rather than by the Belgian employer.

The case before the Supreme Court concerned RSUs granted under a global incentive plan established and administered by a foreign parent company. The parent selected participants and determined the grant, vesting and forfeiture conditions. Belgian subsidiaries could recommend employees for participation, but the parent company—not the Belgian employing entity—made the final grant decisions.

Labour Court Ruled in Favour of the Employer

The Antwerp Labour Court had held that the RSUs did not constitute remuneration for Belgian social security purposes. Key factors supporting its conclusion included:

• Belgian employers had no contractual duty to grant the RSUs;
• Awards were granted solely at the parent company’s discretion;
• The Belgian entity bore no direct or indirect economic burden; and
• The equity plan aimed to promote employee share ownership and long-term retention at the group level.

Based on these elements, the Labour Court concluded that the awards were not granted as consideration for services performed under the Belgian employment contract and, therefore, fell outside the scope of Belgian social security contributions.

Supreme Court Takes a Broader View

The Belgian Supreme Court overturned the Labour Court’s decision, reaffirming that remuneration for social security purposes encompasses not only salary but also benefits granted as a counterpart to employment. According to the court, benefits intended to retain or motivate employees may qualify as employment-related remuneration. It highlighted two factors supporting this conclusion:

• The RSUs were granted under a plan designed to strengthen long-term employee commitment to the group; and
• Belgian subsidiaries participated in the nomination process by recommending employees for participation.

The Supreme Court found that the Labour Court had inadequately explained why the awards could not be treated as consideration for work performed under the employment relationship. It therefore partially annulled the judgment and referred the case back to the Brussels Labour Court for reconsideration.

Why This Matters

The ruling confirms a broad interpretation of remuneration under the Belgian social security law. It suggests that the following factors, on their own, may not exclude equity awards from the Belgian social security contribution base:

• Awards granted by a foreign parent company;
• Absence of an explicit employment contract obligation;
• Use of a separate equity incentive plan; or
• Parent company bears the economic cost of the award.

Instead, courts may focus on the purpose of the award, particularly whether it aims to motivate or retain employees. Where such objectives are present, Belgian courts may be more inclined to treat the benefit as employment-related remuneration.

Importantly, once benefits fall within the Belgian social security base, they also become part of the calculation of vacation pay on variable compensation.

BDO Comment

The Supreme Court decision is an important development for multinational employers operating global equity incentive plans in Belgium. Although the final outcome now rests with the Brussels Labour Court, the Supreme Court has clearly signalled that employee share awards intended to incentivise or retain employees fall within Belgium’s broad concept of remuneration, even when granted directly by a parent company.

Employers should therefore:

• Review equity plan design and operation to assess whether award objectives could be viewed as retention-, motivation- or performance-related.
• Evaluate the role of Belgian entities in nomination, recommendation or approval processes.
• Assess social security exposure for RSUs and other equity awards granted by foreign group companies, including any related payroll, reporting and vacation-pay implications.

While the Supreme Court did not establish that all parent company equity awards are automatically subject to Belgian social security contributions, it underscored that the assessment must take into account the broad legal concept of remuneration and the specific facts and purpose of the incentive plan. In practice, defending a “no social security contributions” position for parent company RSUs is likely to be considerably more challenging where awards are linked to retention or motivation objectives.

Peter Wuyts
BDO in Belgium