The contract says “grant”, then “vesting”, then “exercise”, and at some point shares of the parent company in the United States or in Ireland show up in your broker account. No one has withheld anything from you. Whether that means you owe nothing has a precise answer in the Tax Code, and it depends on a single condition.
Benefits in the form of the right under a stock option plan are not taxable at the time of grant, nor at the time of exercise, under Article 76(4) of the Tax Code, and they are not included in the base for social contributions. Tax arises on the sale of the shares, as investment income, on the entire gain over the price paid.
The condition is that the programme meets the definition in Article 7(39): a plan set up by a legal person, under which its employees, directors or officers, or those of affiliated legal persons, receive the right to acquire shares at a preferential price or to receive them free of charge, with a period of at least one year between the grant of the right and its exercise. A plan that does not meet the condition produces income of an employment nature, fully taxable on acquisition.
For persons with access to inside information at listed companies, dealings in the company’s own shares also touch on the area of capital markets offences.
Since 1 January 2017, the definition no longer requires the issuer to be listed. The plan can belong to a Romanian start-up with membership interests (părți sociale), a listed company, or a foreign company. What matters is the structure, not the market.
The beneficiaries can be the employees, directors or officers of the legal person setting up the plan or of legal persons affiliated to it. A plan of a foreign parent company for the employees of its Romanian subsidiary falls within the definition.
The definition covers both classic options, with an exercise price below market, and the free grant of shares. RSU-type plans, where the shares are received without payment at vesting, are included.
The programme must provide for a minimum period of one year between the grant of the right and its exercise, that is, the acquisition of the shares. This is the condition that decides, in practice, whether the favourable regime applies or not.
At grant, you receive a conditional right. It is not income, it is not declared, it is not taxed. At exercise or at vesting, you become the owner of the shares, at a preferential price or free of charge. The difference between the market value and what you paid is a real benefit, but the law expressly excludes it from taxation, if the plan qualifies. Neither your employer nor you have anything to withhold or pay at this point.
On sale, under Article 94(3) of the Tax Code, the gain is determined as the difference between the sale price and the tax value of the shares, represented by the preferential price paid or, for shares received free of charge, zero. The practical consequence is that the entire appreciation, including that accrued before vesting, is taxed at that point, as investment income, not as salary.
The difference in treatment is considerable. Employment income carries income tax and social contributions at high combined rates. Investment gains carry, for 2026, a 16% tax on the annual net gain where the shares are sold through non-resident intermediaries, the usual case for plans run by foreign groups, or 3% or 6% withheld at source through resident intermediaries, depending on whether the holding exceeded 365 days, under Legea nr. 239/2025. On top of this, above the legal thresholds, comes CASS, the health insurance contribution. The same amount, two regimes, depending on a clause in the plan.
Between exercise and sale, if the shares produce dividends, these are taxed as dividend income, from Romania or from abroad as the case may be, with a tax credit for the tax withheld at source within the limits of the double tax treaty. From 2026, the dividend tax rate is 16%.
Shares granted on signing the contract, share bonuses payable immediately, plans with a vesting period under twelve months. The benefit is income treated as salary on acquisition, with tax and contributions.
Phantom shares, appreciation rights paid in cash, any mechanism in which shares are not acquired but a cash equivalent is received instead. The definition requires shares; without them, it is salary.
Collaborators, consultants or contractors who are not employees, directors or officers of the issuer or of its affiliates. For them, the regime is assessed according to the nature of the contractual relationship.
The favourable regime is proved with the plan document: the conditions, the periods, the beneficiaries. Without it, the tax authority has no way of checking whether it qualifies and will treat the benefit as salary. The document should be obtained from the employer before it is requested by ANAF, Romania's national tax administration.
The text of the plan and the individual participation agreement are obtained from the employer or the group. The period between grant and exercise, the nature of the shares, and the form of settlement are checked.
An issuer that is a legal person, a beneficiary who is an employee or director of the issuer or of an affiliate, real shares at a preferential price or free of charge, at least one year until exercise. If all of these are met, the grant and the exercise are not taxed.
For each tranche, keep: the grant date, the vesting or exercise date, the number of shares, the price paid, and the market value on acquisition. These are the details you will need at the time of sale, sometimes years later.
Sale price minus the preferential price paid, or minus zero for free shares, converted into lei at the exchange rate on the date of the transaction. It is included in the year's investment income.
For shares held and sold through non-resident intermediaries, the annual net gain is declared through the Declarația unică and taxed at 16% from 2026, with losses from the same year offset against it; dividends are declared separately, with the tax credit for tax withheld abroad, where applicable.
Investment income, added to the other income in that category, is measured against the legal thresholds for CASS. A year with large sales can trigger the contribution at the maximum threshold.
The account opened with the foreign broker through which the plan is administered is reported to the Romanian authorities. Correctly declaring the gains and dividends is something the tax authority can check, and the file built up in the previous steps is your defence.
Nothing was withheld because the taxable moment is at sale, and at that point no one withholds anything on your behalf. The obligation exists; it has simply moved.
It matters all the more: the entire appreciation from a zero price is taxed at that point. Without a record of the tranches, the calculation becomes impossible to prove.
Only one that meets the definition. Vesting under one year or cash settlement means salary, with contributions, on acquisition.
It does, through the automatic exchange of information. The difference is between a return filed on time and one filed after a notice.
If the plan meets the definition in Article 7(39) of the Tax Code, including the minimum one-year period between the grant of the right and the acquisition of the shares, the benefit is not taxable either at grant or when you become the owner. Tax arises only on sale. Plans run by affiliated groups are expressly covered by the definition.
The plan does not qualify as a stock option plan for tax purposes, and the benefit, that is, the difference between the market value and the price paid, is income treated as salary at the time of acquisition, with income tax and social contributions, like any bonus.
Under Article 94(3) of the Tax Code, the gain is the difference between the sale price and the tax value of the shares, represented by the preferential price paid, or zero if they were received free of charge. The entire appreciation, including that from before vesting, is taxed at that point, as investment income.
You do. For gains realised through non-resident intermediaries, the tax is established through the Declarația unică, on the annual net gain, at a rate of 16% for 2026 income, raised from 10% by Legea nr. 239/2025. Through resident intermediaries, the tax is withheld at source: 3% for shares held for at least 365 days, 6% under that period. The broker account is reported to the Romanian authorities through the automatic exchange of information.
Yes, as foreign dividend income, declared in Romania, with a tax credit for the tax withheld in the source state, within the limits of the treaty. From 2026, the dividend tax rate is 16%.
No. The definition requires the acquisition of shares. Plans settled in cash, such as phantom shares or appreciation rights paid in cash, are income of an employment nature, fully taxable on payment.
Informative material, updated on 18 September 2026. It does not constitute legal or tax advice; individual situations must be assessed on their own facts.
If you have an inspection under way or have just received a notification, the related analyses are grouped under tax inspection and the review of individuals. For how such matters are handled, see personal taxation.
An initial discussion checks whether the plan qualifies, reconstructs the record of the tranches, and establishes what needs to be declared, for past years and for those to come, before the data from the broker arrives in a notice.