The so-called 'Macron law' enacted on 6 August
20151 significantly changes the rules governing
Restricted Stock Units (RSUs).
Major changes are designed to make RSUs more attractive for
employees. This is in contrast to the stock-options regime, which
has not changed and has therefore become of much less
The Macron law eases the condition concerning the one-to-five ratio
of shares granted between different employees. Until the entry into
force of the law, the difference between the number of shares
distributed to each employee could not exceed a ratio of one to
five. This ratio applies only where the percentage of share capital
allocated exceeds 10 per cent (or 15 per cent in the case of
non-listed companies that meet the EC definition of
The Macron law provides also for significant changes concerning
the duration of the vesting and lock-in periods. The minimum
duration of the vesting period cannot be less than one year,
compared to two years currently, and the lock-in period is now
optional. In any event, the total of both periods cannot be less
than two years, compared to four years currently.
The major point of the reform lies in the change of the tax and
social security regime of RSUs.
The taxation of the acquisition gain may benefit from the
ownership duration rebate which starts as from the vesting date
(previously the ownership duration rebate was only applicable to
the capital gain).
The employee contribution is withdrawn and will not apply
anymore, whereas the company contribution is reduced from 30 per
cent to 20 per cent of the value of the shares. Subject to certain
conditions, SMEs which have never distributed dividends since their
creation would be exempted from this contribution. The payment of
this contribution will now take place the month following the
vesting date, instead of the month following the granting date
currently. This avoids the ludicrous situation where an employer
company paid a social security contribution on a share which may
never be vested in the employee.
All these new measures shall be applicable to RSUs granted by
the Extraordinary General Meeting (or the legal body authorised for
foreign companies) after the publication of the law (i.e. 7 August
1. Law no. 2015-990 of 6 August 2015.
2. Companies employing less than 250 employees, with annual
revenue of no more than €50 million or annual balance sheet of
no more than €43 million.
The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.
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