The Superior Court of Justice (STJ) has begun the trial of a crucial issue for business law and judicial recovery in Brazil: the possibility of applying a discount on labor claims and creating subclasses within this category. The case under review involves the judicial recovery of the company Concreserv, which established a 90% discount on amounts exceeding 25 […]
CPDMA BLOG
Category: News
Date: 29 de October de 2024
Posted by: CPDMA Team
Legal Certainty: STJ and TST Align Their Understanding on the Commercial Nature of Stock Option Plans
By a vote of 7 to 1, the 1st Panel of the Superior Court of Justice (STJ), in the recent ruling on Theme 1226, decided that stock option plans offered by companies to employees - stock options - do not have a remunerative nature.
In the judgment, under the repetitive appeals process (REsp 2.069.644 and REsp 2.074.564), the prevailing opinion of the Reporting Justice, Minister Sérgio Kukina, was that stock options have a commercial nature. As a result, individuals/employees should be taxed at the time of the sale of the shares, with income tax rates on capital gains ranging from 15% to 22.5%. In summary, the taxable event for Income Tax
The understanding now established by the STJ aligns with that crystallized before the Superior Labor Court (TST), which excludes the remunerative nature of stock option plans.
O entendimento ora fixado pelo STJ se coaduna com aquele cristalizado perante o Tribunal Superior do Trabalho (TST), que afasta a natureza remuneratória dos planos de stock options.
The absence of a remunerative nature means that the value of the shares is not subject to labor charges and benefits, such as the thirteenth salary, vacation pay, and FGTS, for example. Indeed, even if the granting of the stock option arises from the employment relationship, the employee’s gain will only occur if the shares appreciate in value, and thus, it cannot be considered as compensation for work.
The alignment of the two branches of the Judiciary creates an even more favorable environment for the implementation of stock option plans, not only in startups but also in various companies in Brazil.
Em breve síntese, a decisão traz segurança jurídica quanto ao tema, uma vez que vincula, inclusive, a posição do Conselho Administrativo de Recursos Fiscais (CARF), que não poderá proferir decisões divergentes da ora consolidada, garantindo aos empregados (contribuintes) e empregadores regras mais claras em relação aos efeitos fiscais e trabalhistas desse instituto.
Recent posts
Salary Transparency Report – Submission Deadline until February 28, 2025
Read more
Companies with 100 or more employees can now submit information for the Salary Transparency Report from February 3 to February 28, 2025, through the Emprega Brasil portal, in the employers' section. On the portal, companies must report whether they have a job and salary plan or a career plan, policies to encourage the hiring of women (such as Black women, women with disabilities, victims of violence, heads of households, and LGBTQIA+), actions to promote women to management and leadership positions, programs to support the sharing of family responsibilities, as well as the salary criteria for career progression.
Commercial Registries Now Require Publications of Corporate Acts: Understand the Changes
Read more
In recent months, several Commercial Registries in Brazil have begun requiring the publication of acts related to mergers, spin-offs, and incorporations of companies, as established in the Civil Code (Articles 1,122 and 1,152, §1) and the Corporate Law (Articles 227, §3, 228, §3, and 229, §4). Although these obligations were already stipulated by law, many […]
RS authorized to implement ICMS settlement and installment payment with reduction of interest and fines
Read more
The National Council of Fiscal Policy - CONFAZ, aiming to facilitate the regularization of taxpayers' tax debts, has authorized the implementation of a program for the settlement and installment payment of ICMS debts in the State of Rio Grande do Sul, whether or not they are registered as outstanding debt, assessed, or subject to legal proceedings. The program provides for a […]
Atenção às tentativas de golpes utilizando o nome Cesar Peres Dullac Müller Advogados
Read more
Reiteramos nosso compromisso contínuo em oferecer serviços jurídicos com excelência e segurança. Diante disso, alertamos sobre uma situação delicada que tem ocorrido no setor jurídico: recentemente, tomamos conhecimento de tentativas de golpes direcionadas a clientes de escritórios de advocacia. Gostaríamos de tranquilizá-los, assegurando que todas as suas informações processuais e pessoais permanecem integralmente protegidas. Esses […]
The STJ decides that stock options (option to purchase shares or quotas) cannot be seized.
Read more
On November 5th, the 3rd Panel of the Superior Court of Justice ruled, through the judgment of REsp 1841466[1], under the rapporteurship of Minister Ricardo Villas Bôas Cueva, on the impossibility of seizing stock options. The case focused on the possibility of a third party exercising the right to purchase shares in […]
English 
Português do Brasil 
Español