The following is provided for informational purposes only, and it does not constitute tax advice. Estonian tax laws do not specifically elaborate on the concept of (reward) virtual shares and the substance of the actual relationship / transaction underlying the virtual share should be looked into to determine the applicable taxes. The below examples describe scenarios where both the issuer and recipients are residents of Estonia.
We are working towards preparing similar overviews for other countries as well, along with the geographical expansion of our services.
Estonian residents for tax purposes are taxable on their worldwide income in Estonia. A legal person is a resident if it is established pursuant to Estonian law. European public limited companies and European associations who are registered in Estonia are also residents. All other persons are considered as non-residents and may be subject to Estonian income tax only on income sourced in Estonia. Also, the permanent establishment concept applies, which means that non-residents may become taxable on income derived from their permanent economic activity carried out in Estonia.
Depending on the design of the program, all scenarios are possible - no tax applies to the issuer, or no tax applies to the recipient, or they are both taxed or neither of them is taxed. For example, the following taxes may be relevant to consider (the list is not exhaustive):
- income and other labour taxes to be withheld and paid by the issuer in case the recipient gets the virtual share as remuneration for services provided through employment, management, services or other similar type of contract
- income and other labour taxes to be withheld and paid by the issuer in case the virtual share is considered as fringe benefit to your employee, manager, contractor, etc.
- value added tax to be paid by the issuer if the virtual share is a promotional gift with a value beyond EUR 10
- income tax to be paid by the issuer if the virtual share is considered as a gift or donation
- income tax to be withheld by the issuer if the virtual share qualifies as a debt instrument and an interest payment is made to a resident private individual.
So, if virtual shares are issued as promotional gifts as part of commercial activities with no connection to employment or similar relationship, the issuer should pay attention to taxes related to gifts. If virtual shares are issued partly or fully in relation to employment or similar relationships, the issuer should also analyse the applicability of labour taxes. If virtual shares only certify certain accomplishments or a participation in an event (e.g., a badge) probably no taxes would apply to the issue of virtual shares (or tokens as previously referred to) specifically.
Persons subject to tax obligations are also obliged to declare their tax obligations with the local tax authority. In Estonia, it is the Estonian Tax and Customs Board, see further www.emta.ee .
Declaration forms and filing deadlines are different per different taxes and types of persons. The general principle for Estonian resident individuals is that income or revenue must be declared at the point when such income is received / realized, whereas such income must be monetarily appraisable. For example, in case of virtual shares, which have no specific value at the time they are issued, there is also nothing to declare (i.e., no income tax return to be filed). But if a virtual share has a market value at the time of issue, or when the pay-out event occurs, the value must be declared accordingly.
Below are examples of how it could work in certain scenarios assuming that a respective tax applies:
The notion of “salary” generally stands for monetary remuneration received for working under the following contracts or getting monetary remuneration for the following activities:
- employment contract
- employment in the public service
- remuneration or service fees paid on the basis of a contract for services, authorization agreement or any other contract under the law of obligations
- remuneration paid by a legal person to a member of a management or controlling body.
You can read about different employment contracts at the website of the the website of the Labour Inspectorate . If a pay-out under a virtual share qualifies as a salary, then labour taxes (income tax, social tax, unemployment insurance premium, contribution to mandatory funded pension) may apply.
Fringe benefits are any goods, services, payments in kind, or monetarily appraisable benefits that are given to an employee in connection with an employment or service relationship; membership in the management or controlling body of a legal person; or a long-term contractual relationship, regardless of the time at which the fringe benefit is granted. Fringe benefits can include, among others, free or below-market transfers of an item, financial instrument, proprietary right, or service. Generally, the value of fringe benefits is calculated based on market value.
Fringe benefits are taxable only at the level of the employer (not employee) and are subject to corporate income tax as well as social tax, with the combined effective tax rate being 66.25% on the value of the fringe benefit. Therefore, if virtual shares are granted in connection with an employment or services relationship, there is a high likelihood that they will be taxed as fringe benefits as follows:
- if the virtual share has no value at the time of issue – no taxation with fringe benefit taxes occurs at the time of issue
- if the virtual share value is known at the time of issue – fringe benefit taxes will have to be declared by the issuer on the value of the virtual share through the company`s TSD form at the latest by the 10th day of the month following the month in which the virtual share was issued
- if the value of the virtual share arises or increases by the time of pay-out to the recipient being an employee – increase in value (capital gain) will be taxable with personal income tax at the level of the employee
- if the virtual share is structured as and is accepted as an employee share option by the tax authority – issue of the virtual share will be tax exempt (even if the virtual share has value already upon grant) and potential taxation with fringe benefit taxes will occur only at exercise / redemption at the level of the issuer. However, if the virtual share qualifies for the tax exemption rule set out in § 48 (53) of the Estonian Income Tax Act, i.e., (i) will give the employee a right to acquire a share in the employee or employee’s group company, and (ii) such share is acquired not earlier than 3 years after grant, then the exercise of the virtual share will be exempt from fringe benefit taxes. Further sale of the shares underlying the virtual share/option will be taxable as capital gain at the level of the employee.
According to the Estonian law, a gift is a transaction without consideration and is given to a recipient free of charge. A gift can be monetary and in kind. From Estonian resident company’s (issuer’s) perspective, the value of the gift is generally taxable with corporate income tax, whereas, receipt of a gift by the Estonian resident individual is tax exempt. The issuer needs to be able to prove and make sure that the payment is not viewed as and is requalified into a work-related benefit, i.e., a salary or a fringe benefit.
Regarding promotional gifts, the approach is that if it is a good or service provided for advertising purposes it is not subject to taxation if the whole cost is under 10 euros (VAT excluded). You can find more information about gifts and related taxation and declaration requirements on the webasite of the Estonian Tax and Customs Boardopen in new window.
A donation is a voluntary gift in cash or in kind which does not involve consideration for the donor. Donations are taxable with corporate income tax at the level of the company (issuer) similarly to gifts.
If event or circumstances occur triggering the pay-out and the virtual share is exchanged or redeemed for a monetary value, then the amount paid should be declared through the company’s (issuer’s) TSD form and income tax is payable. There are, however, companies who are on the list of non-profit associations, foundations and religious associations with income tax relief and payments to them are not taxed to a certain extent.