In a ruling of 29 June 2026, the Belgian Court of Cassation further clarifies the boundaries of the concept of remuneration under Belgian law. The Court held that Restricted Stock Units (RSUs) granted by a US parent company to employees of Belgian subsidiaries can qualify as remuneration even where the employer itself plays no financial or legal role whatsoever in granting them. For employers operating within an international group structure with variable compensation plans, this is a ruling worth watching closely.
The facts
The parent company (D.) approved a group-wide “Plan” granting share-related financial instruments, including RSUs, to certain executives, external advisors, and non-employee directors across the group, with the explicit aim of retaining beneficiaries within the company over the long term. As part of the selection process, D. requested information from dozens of local subsidiaries worldwide, the subsidiaries could suggest names, supported by reasons but D. itself made the final decision on whether or not to grant the RSU to a given employee. The agreement granting the RSUs was concluded directly between the employee and a representative of D., without any involvement of the subsidiary. D. alone determined the terms of granting, vesting, and forfeiture (in case of dismissal, resignation, or retirement).
The two subsidiaries concerned, the actual employers of the employees receiving the RSUs bore no costs and undertook no obligations of their own in this process.
The labour court of appeal’s ruling
The Antwerp Labour Court of Appeal had ruled that the RSUs did not constitute remuneration. Its reasoning rested on several findings:
no document, the employment contract or otherwise referred to any commitment by the subsidiaries themselves to grant RSUs;
D. could not be regarded as a third-party payer or as a representative/agent acting on behalf of the subsidiaries;
the subsidiaries bore no financial burden, directly or indirectly, from the granting of the RSUs;
the direct cause of the grant lay not in the performance of the employment contract, but in D.’s own decision, based on its own remuneration and personnel policy, to let certain group employees participate financially in the group’s capital;
there was no expression of intent by the subsidiaries to treat the RSUs as remuneration for work performed.
On that basis, the labour court of appeal concluded that the NSSO (National Social Security Office) had failed to prove that the RSUs constituted consideration for work, and that the RSUs therefore did not constitute remuneration
The Court of Cassation’s ruling
The Court of Cassation overturns this ruling. Its core reasoning is pointed, and its implications reach well beyond this particular case:
Under Belgian labour law, wages are the consideration for work performed in the execution of an employment contract. According to the Court, benefits granted to retain employees within the company, to motivate them, or to encourage them to remain diligent in their work, also constitute consideration for work and therefore wages, even where those benefits do not come directly from the employer itself.
The Court notes that the labour court’s own factual findings establish that D. granted the RSUs specifically to bind beneficiaries to the company over the long term. Having established that purpose, the labour court could not then conclude, without violating the legal standard for wages, that no consideration for work and therefore no wages was involved. The fact that the initiative and final decision rested exclusively with the parent company, and that the employer bore no cost at all, does not automatically exclude the wage qualification.
Outcome: the Court overturns the ruling and refers the case to the Brussels Labour Court of Appeal.
Why this ruling matters
This ruling confirms that the Court of Cassation continues to interpret the concept of wages functionally and purposively, rather than purely formally. Who grants or bears the benefit is not the decisive question, what matters is whether the benefit is consideration for the work the employee performs. For multinational groups that grant RSUs, stock options, or similar incentives to employees of local entities through the parent company, this ruling underlines a real risk that these benefits will nonetheless be classified as wages, with consequences for the calculation of social security contributions and, in an employment law context, for severance pay.
In light of earlier case law
This ruling reads notably differently from the Court of Cassation’s judgment of 5 September 2022, in which the Court had rejected the social-security wage qualification of RSUs likewise granted by a US parent company to employees of Belgian subsidiaries. At the time, however, it had not been established that the RSUs were granted as consideration for work performed under the employment contract. The ruling of 29 June 2026 fills precisely that gap: once the purpose of long-term retention or motivation for work is established, the Court no longer considers the wage qualification excluded, even where the employer itself remains entirely outside the grant. The case law is therefore not moving toward a contradiction, but toward a refinement: what counts is not who grants the benefit, but why.
However, the present judgment is consistent with the Court's earlier ruling of 3 October 2022 on phantom shares, in which the Court held that benefits granted by a parent company may qualify as remuneration where they constitute consideration for work performed under the employment contract. As in that case, the decisive factor is not who grants the benefit, but whether it constitutes consideration for work performed under the employment contract.