The tax information below is an extremely brief summary for standard situations of the referred relationship, and each situation may of course be different from the norm and have its own specificities.

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More comprehensive information for this country and its work relationships is available on Easop.

✅ Yes, you can grant non-qualified stock-options (NSO) to employees in Poland.

In a nutshell, what does taxation look like?

• At grant 👉 No taxation at grant.
  

• At exercise 👉 The tax treatment of the gain made upon exercise of the stock options is not entirely clear, as the spread (i.e. the difference between the fair market value (FMV) of the shares at the time of exercise and the exercise price paid by the grantee) could either be taxed as “other sources of revenue” or as employment income.
  

• At sale 👉 Any gain the grantee would be subject to capital gains tax.

Is there a tax-favored scheme and how can I make sure the grantee can benefit from it?

Taxation could be postponed to the time of sale and subject to capital gains tax under certain conditions.

✅ Yes, you can grant non-qualified stock-options (NSO) to EoR employees in Poland.

In a nutshell, what does taxation look like?

• At grant 👉 No taxation at grant.
  

• At exercise 👉 The tax treatment of the gain made upon exercise of the stock options is not entirely clear, as the spread (i.e. the difference between the fair market value (FMV) of the shares at the time of exercise and the exercise price paid by the grantee) could either be taxed as “other sources of revenue” or as employment income.
  

• At sale 👉 Any gain the grantee would be subject to capital gains tax.

Is there a tax-favored scheme and how can I make sure the grantee can benefit from it?

💡 A way to reduce taxation for the grantee would be to allow the grantee to “early exercise” the stock options (i.e. exercising stock options that have not vested yet) but early exercises are not always easy to manage from the company’s perspective and on the grantee's side it may increase the risks of paying an exercise price (and taxes thereon) on something which may happen to be eventually worth nothing later down the road.

✅ Yes, you can grant non-qualified stock-options (NSO) to contractors in Poland.

Note that granting stock options to contractors could increase the misclassification risk (i.e. the contractor relationship being requalified as an employer-employee relationship, with all tax consequences that can go with it). This will never be the only factor though, what counts primarily for determining the degree of misclassification risk are factors relating to the modalities of the services performed (control over the contractor’s work, exclusivity, term of the services, etc.).

In a nutshell, what does taxation look like?

• At grant 👉 No taxation at grant.
  

• At exercise 👉 The tax treatment of the gain made upon exercise of the stock options is not entirely clear, and could depend on the type of agreement between the company and the contractor (and the entity the contractor works for).
  

• At sale 👉 Any gain the grantee would be subject to capital gains tax.

Is there a tax-favored scheme and how can I make sure the grantee can benefit from it?

Taxation could be postponed to the time of sale and subject to capital gains tax under certain conditions. If these conditions are not met 👇

💡 A way to reduce taxation for the grantee would be to allow the grantee to “early exercise” the stock options (i.e. exercising stock options that have not vested yet) but early exercises are not always easy to manage from the company’s perspective and on the grantee's side it may increase the risks of paying an exercise price (and taxes thereon) on something which may happen to be eventually worth nothing later down the road.