Token vesting for employees: taxation in Spain

Token vesting is the common practice in crypto companies to retain talent: employees receive tokens from the project as part of their compensation, but with a vesting schedule. How is this taxed in Spain?

What is token vesting?

An employee signs a contract with a crypto company. Part of your compensation is company tokens (e.g. 100,000 project tokens):

• Cliff: Initial period without the right to tokens. Typically 12 months. If you leave before the cliff, you lose everything.
• Vesting: After the cliff, tokens are unlocked gradually (monthly or quarterly) over 3-4 years.
• Example: 100,000 tokens, 12 months cliff, 48 months total. By month 12: 25,000 tokens. Then 2,083/month for 36 months.

When vesting tokens are taxed: the key moment

The general criterion is that tokens are taxed when the employee actually receives them (when they are unlocked and has real availability of them).

Type of income: income from work in kind
Tokens received within the framework of an employment relationship → work performance in the general personal income tax base (progressive scale up to 47%).

Valuation: Market price of the tokens at the time of unlocking (vest).

The problem of the token without a market (pre-listing)

Common in early-stage startups: you receive tokens but the token is not yet listed on any exchange.

Tax options:

1. Value 0: If the token does not have a market price, many advisors argue that there is no possible valuation → tax at 0 in the vest and pay everything at the time of sale (as capital gain).
2. Valuation by last funding round: The implicit price of the tokens according to the last investment round.
3. Expert appraisal: Valuation report prepared by an expert.

The AEAT does not have specific criteria published for this case. It is recommended to consult with an advisor.

Employer Withholding: Company Obligations

If the Spanish company that pays the tokens is obliged to retain:

• Income in kind from work must be valued and included in the payroll.
• The company enters the withholding into the Treasury the following month.
• If the company is not in Spain (foreign startup), there is no withholding. The Spanish worker must calculate his payments in installments.

The token sale: second tax event

Once you receive the tokens (event 1: work performance at vesting price), if you hold them and then sell:

Acquisition cost = price at which they were taxed in the vest (or 0 if it was declared at 0).
Transmission price = sale price.
Difference = capital gain/loss based on savings.

This can create partial double taxation:

• You pay progressive personal income tax upon receiving the tokens.
• You then pay between 19-28% if the token goes up when you sell it.
• If the token drops from the vest to the sale → deductible tax loss.

Complete example: DeFi startup employee

Data:

• You receive 10,000 TOKEN in January 2024 (monthly vest of your grant of 120,000 tokens).
• TOKEN is listed at €2 in January 2024 → work performance in kind: €20,000.
• You pay personal income tax on those €20,000 at 35% (assuming bracket) = €7,000 withholding.
• You sell the 10,000 TOKEN in June 2024 at €3 → €30,000 income.
• Capital gain: €30,000 − €20,000 (cost) = €10,000 → 21% based on savings = €2,100.

Total paid: €7,000 + €2,100 = €9,100 on a real profit of €30,000 − €0 (except for work provided).

Advisors and consultants: same logic

Crypto project advisors who receive tokens with vesting (without formal employment relationship) → performance of economic activities on a general basis (if they are self-employed).

Token grants to founders: different regime

Founders' tokens have a different regime. Generally:

• The founders receive tokens for the work of creating the protocol → economic activity or work performance (depending on structure).
• Founder vesting tokens can be much more complex to value.

Are vesting tokens quoted in Model 721?

If the tokens locked in the vesting smart contract have a value > €50,000 and the contract is on a blockchain (= "foreign entity"):

• Possibly yes → Model 721.
• But it is not clear whether the "pending vest" tokens are already your assets or are a future claim. The prudent stance is to declare those already unlocked.

Updated: April 2026 | Fiscal year: 2025