The Government has published its intention to propose significant changes to the tax treatment of stock options and employee share offerings of unlisted companies

Insights|April 28, 2026

The Government’s intention is to postpone the time when the employee share benefit is taxed. Instead of taxation at the exercise of the stock options, the benefit would be taxed when the shares received based on the options are sold. In addition, the employees eligible for the beneficial treatment of the employee share offering would be widened to the employees of the subsidiaries.

Employee stock options

The Ministry of Finance is preparing a study on changes to the tax treatment of employee stock options to make the Finnish regime more competitive. The report should be published in June 2026. However, now the Government has already published its intention to introduce one significant amendment to the tax treatment of employee stock options. While we still expect the report to be published in June 2026, it is currently unclear whether it will include other changes as well or just mere specifications how the now published change will be executed.

Currently the benefit arising from employee stock options is taxed as earned income when the stock options are exercised (i.e. when shares are subscribed based on the stock options). The value of the benefit is the fair market value of the shares when the employee stock options are exercised minus the price the taxpayer has paid for the shares and the employee stock options in total.

The Government’s intention is to amend the time when the benefit is taxed. Instead of taxation at the exercise of the stock options, the taxation would be postponed to the time when the shares received based on the options are sold. This would be a significant positive change as it would remove the liquidity issue with the current rules, i.e. payment of tax at a time when shares cannot be sold to finance the tax payment.

Details of the tax treatment are not yet available. For example, the division of the benefit to capital income and earned income, if any, is not yet known. In addition, we do not know whether the amended tax treatment will cover all existing employee stock options or only options issued after the amendment.  A draft Government Proposal should be published during the fall.

Employee share offering

Under the rules that entered into force from the beginning of 2021, an employee share offering by an unlisted employer company does not constitute a taxable benefit for the employees if the subscription price corresponds to at least the shares’ net asset value (with some adjustments). This rule can be very beneficial since the net asset value is relatively easy to define and may fall below the fair market value. The share offering and the employer company need to fulfil certain criteria, which we have explained in our previous article that can be found here.

As we have explained in our article, currently the employees subscribing for shares must be employees of the company in which shares are offered. Unfortunately, the rule does not apply to employees of a subsidiary or the parent company. However, now the Government published its intention to amend this requirement allowing also the employees of the subsidiaries to subscribe shares of the group parent company.

One of the prerequisites for the tax exemption is that the shares are offered to the majority of the employees. First, this means that the right to subscribe for shares in the company must be granted to more than 50% of the employees. In addition, the subscription rights should be allocated among the employees on appropriate grounds. The Tax Administration still interpret the rules rather strictly even though case law would support quite some leeway in the allocation of shares to the employees. Please see our article on this topic here (https://www.roschier.com/newsroom/the-sac-hands-down-two-positive-rulings-concerning-employee-share-offerings-by-unlisted-companies). It would be appreciated if the Government clarified the allocation criteria when proposing amendments to the legal provision.

We are closely following any development in this area and will keep you posted. We are happy to discuss any employee incentives and their tax treatment with you.