Stock options and warrants in Belgium: the plan step by step

A stock option or warrant plan gives the team the right to buy shares later at a price set today. In Belgium, the employee is taxed at grant, on a flat rate of 18% or 9% of the share value. The founder gives up equity: 1 to 2% at EVS and Nyxoah, often more in a start-up that is still hiring.

I start from the cap table, because that is what the owner-manager gives away. The employee's tax comes next: it decides whether the plan will be accepted.

Stock option or warrant: what is the difference for the cap table?

The difference lies in where the shares come from. A warrant (a subscription right, in the wording of the Belgian Code of Companies and Associations) obliges the company to issue new shares when the employee exercises. Every shareholder is diluted, the fund included.

An option over existing shares covers shares already issued. Someone has to supply them: the founder, an outgoing shareholder, or the company if it holds its own shares. No new shares are created, only transferred. If the founder is the seller, the founder alone pays.

In the Walloon SMEs and start-ups I see, warrants dominate for a simple reason: the dilution is shared with the fund instead of resting on a single shareholder.

Both fall under the same tax regime, articles 41 and following of the law of 26 March 1999. For the employee, the label changes little. For the cap table, it changes everything.

How much equity should go to the team, and on what basis?

There is no legal size. Belgian listed companies publish their plans, which gives benchmarks. EVS, in Liège, proposed up to 250,000 warrants in 2025, or 1.74% of existing shares (board report of 2 April 2025). Nyxoah, in Mont-Saint-Guibert, issued 1,000,000 subscription rights in 2026, or 0.95% on a fully diluted basis (board report of 27 July 2026). Checked on both companies' websites on 21/10/2026.

A start-up hiring its first ten employees sets aside more, because the option replaces part of the salary. That figure is not reliably published anywhere: it is negotiated.

The real issue lies elsewhere. When a fund comes in, it often asks for the pool to be created before its entry, so inside the pre-money. Its stake stays intact, and the founder absorbs the pool.

Case built for the example: €3M pre-money, €1M brought in by the fund, a 10% pool.

In percentage terms, a single line of the term sheet moves 2.5 points of equity. I always have it quantified before discussing valuation, because a €3M pre-money with the pool included is only worth €2.6M to the founders: 65% of €4M. The mechanics are the same as for anti-dilution clauses: a calculation detail that weighs more than the headline figure.

How do you set up a warrant plan, step by step?

The route for an SRL, the legal form of most Belgian start-ups, has seven steps. An SA (public limited company) follows the same logic, with the board instead of the general meeting when the articles provide for authorised capital.

1. Set the size of the pool and its timing: before or after the round, and on what basis (existing shares or fully diluted).
2. Choose the instrument: warrants issued by the company, or options over existing shares.
3. Have the share value established. For an unlisted company, the company sets it on the binding opinion of its statutory auditor or, failing that, a company auditor or certified accountant. Floor: the book value per share, based on the latest approved accounts.
4. Have the issue approved. In an SRL, the general meeting votes as for an amendment to the articles: a 50% quorum and a three-quarters majority. The board writes a report on the price and its effects for shareholders (articles 5:121 and 5:122 of the Code of Companies and Associations).
5. Waive existing shareholders' preferential right in favour of staff, on a reasoned report and a price assessment by the statutory auditor, a company auditor or a certified accountant (articles 5:130 and 5:131). A notarial deed records the transaction.
6. Draft the plan rules: vesting, leaver cases, exercise windows, price.
7. Send the written offer. The employee has 60 days to accept in writing. The employer withholds payroll tax in the month of grant.

The cost of the deed and reports depends on the notary and the auditor. I have no published fee to give you: ask for two quotes before the meeting.

How much tax does the employee pay at grant?

The employee pays on a flat-rate benefit in the year of acceptance, whether or not the option gains value. For an unlisted option, the benefit is 18% of the value of the underlying share, plus 1% per year of option term beyond five years.

The flat rate is halved, to 9% plus 0.5% per additional year, if the plan meets five conditions: exercise price fixed at the offer, no exercise before the end of the third calendar year following the offer or after the tenth, option not transferable inter vivos, no hedging of the downside by the company, and shares of the company itself or of its parent.

Case built for the example: 2,000 options on a share valued at €20, exercisable for five years at most.

This tax is due in the year of grant. If the company fails, the employee does not get it back. It is the argument I hear most often against Belgian plans, and it is a fair one: tell the team before they sign, not after.

In return, the gain made at exercise is no longer taxed as earned income. On social security contributions, the NSSO (ONSS) has its own conditions: your payroll provider checks them plan by plan.

The 20% cap and the capital gains tax

Two laws passed in 2026 change the calculation.

The law of 15 July 2026, published in the Belgian Official Gazette on 29 July, caps at 20% of taxable pay the total of benefits valued at a flat rate, from income year 2026. Options taxed at the flat rate count towards it, alongside company cars and low-interest loans, according to the summary published by Securex. For an employee, exceeding the cap triggers a separate 7.5% contribution paid by the employer. For a director, the company may lose the reduced corporate tax rate. Warrants taxed on their actual value stay outside the cap.

The law of 6 April 2026 taxes at 10% capital gains on financial assets realised since 1 January 2026, with an annual exemption of €10,000. For shares obtained by exercise, the acquisition value is the value at exercise. Example taken from circular 2026/C/74 by taxruling.be: exercise at €10, share worth €23 that day, resale at €26. Only the €3 difference is taxable.

Plan clauses to reread before signing

The plan rules weigh as much as the tax. The points I check, in this order:

• the vesting schedule: Nyxoah releases a quarter at the offer and then a quarter a year until the third anniversary, while other plans wait a year before the first tranche;
• leaver cases, aligned with the good and bad leaver clauses of the shareholders' agreement;
• exclusion of the pool from the fund's anti-dilution calculation, otherwise every exercise triggers an adjustment in its favour;
• acceleration if the company is sold, in full or in part;
• what happens to the warrants if a fund enforces a drag-along;
• the number of beneficiaries, which Nyxoah limits to fewer than 150 holders.

One missing line on acceleration can cost an employee two thirds of their options on the day the company is sold. They will not see it coming.

Do you need a plan if a fund joins the cap table?

Not always. An industrial SME taking in a provincial invest to finance a production line often has no need for one: the invest looks at the owner-manager, not the development team. A tech start-up raising a seed round will almost always be asked the question.

If you are preparing a round, first compare what each fund publishes about its tickets and instruments in the SME fund comparison tool, then place the option plan within the overall negotiation described in our guide to funding start-ups. The ranking of investment funds for SMEs shows which ones invest at seed stage.

A share valuation, a waiver of preferential rights and plan rules are put together with an accountant, a company auditor and a lawyer. This article gives you the orders of magnitude to ask the right questions, not the answer to your own case.