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Building The World's Most Advanced Compliance Engine for Equity (Pt. I)

Welcome to the first part of our blog series, covering the groundbreaking journey of building the world's most advanced equity compliance engine. This ambitious endeavor required the collaborative expertise of lawyers, engineers, accountants, and tax professionals from across the globe.

Amit Fogel

Head of Product Global Tax

10
 min read
June 4, 2024
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Welcome to the first part of our blog series, covering the groundbreaking journey of building the world's most advanced equity compliance engine. We started with an ambitious goal in mind -- completely cover equity compliance and tax for 100+ countries for both companies and employees (full-time, part-time, EOR, PEO and contractors). This endeavor required the collaborative expertise of lawyers, engineers, accountants, and tax professionals, each bringing their specialized knowledge to the table. In this initial part, we will delve into the intricate process of gathering all the necessary compliance information, setting the foundation for a system designed to seamlessly navigate the complex landscape of global equity management.

Join us as we unfold the layers of innovation, technology and teamwork that made this possible.

Crafting a Global Survey for Equity Compliance

To effectively collect equity legal and tax information from dozens of jurisdictions, we developed a detailed and structured survey. This tool gathers all necessary data to ensure our compliance database is thorough and useful for our customers. Here’s how we crafted this essential instrument:

Designing the Survey

Our survey is segmented into specific sections, each aimed at capturing different aspects of equity compliance and taxation:

  • General Compliance: A thorough list of questions about the legal frameworks for equity issuance and management in a geography.
  • Reporting Requirements: Detailed inquiries into what must be reported to local authorities, how frequently, and in what format.
  • Tax Obligations Analysis: We explore the specific tax obligations associated with different types of equity instruments and their timing of taxation (e.g., at vesting, exercise, or sale) and the applicable tax rates.
  • Beneficial Tax Treatments: This section is designated to understand if any beneficial tax treatments or incentives are available, which can significantly impact the attractiveness of equity compensation schemes to employees and non-employees.
  • Tax Withholding: Questions designed to capture specifics about when and how much tax must be withheld, with respect to granting of equity for both employees and non-employees.
  • Documentation and Forms: A comprehensive list of required documents and forms for equity transactions, including grants, exercises, and sales and their deadlines - for both the grantees and the company.
  • Pending Legislation: Our survey covers the current statutes and pending legislation that could impact equity practices.
To ensure we captured all the necessary details about compliance and tax regulations for equity in each country, we developed an exceptionally thorough survey. The final outcome was a comprehensive survey that is more than 30 pages and over 150 questions.

Reviewing the Survey with Local Legal and Tax Experts

We engaged with local experts in these fields to ensure our survey thoroughly addresses all necessary legal and tax requirements. These professionals provide critical insights that help validate and enhance the relevance and depth of our questions. By incorporating their detailed knowledge of regional legal frameworks and tax laws, we adapt our survey to accurately reflect the specific nuances of each jurisdiction. This meticulous collaboration ensures that our tool remains comprehensive and precise, effectively tailored to meet the varied legal and regulatory environments we encounter.

Making the Survey Global Yet Local

Each country has its own set of rules and regulations regarding equity compliance and taxation. Our first step is to identify these requirements through an initial analysis. This involves:

  • Reviewing the local legal framework governing equity instruments, including shares, options, and other types of equity compensation.
  • Understanding specific tax implications for equity compensation, including employer and employee tax obligations.
  • Conducting multiple rounds of interviews and pilot testing within select markets to:
  • Identifying any gaps in the questions or areas needing more detailed coverage.
  • Testing the clarity and understanding of each question to ensure that responses will be accurate and useful.

Ongoing Updates and Revisions

Considering the ever-changing landscape of legal and tax regulations, our survey undergoes regular reviews and updates to stay current. We actively incorporate user and expert feedback to refine existing questions and introduce new sections as necessary. This process ensures that changes in laws and regulations are promptly integrated, maintaining the survey's relevance and accuracy. By doing so, we uphold our commitment to providing a tool that consistently meets the highest standards of compliance and effectiveness. We will cover this in more detail down the line.

Identifying The Right Experts in Each Country

The initial step in gathering equity compliance and tax information is an in-depth identification of local requirements. This critical phase sets the foundation for our compliance efforts, ensuring accuracy and adherence to local norms. Here’s how we've enhanced and deepened this process:

It's Key to Locate Top-Tier Professionals

To ensure that our understanding of local equity compliance and tax laws is impeccable, we systematically identify top-tier legal and tax experts in each country. This includes:

  • Vetting Process: We employ a rigorous vetting process to select experts based on their experience, reputation, and specialization in equity law and tax regulations. This ensures that we collaborate only with the most valuable experts in their respective fields.
  • Initial Engagement: Prior to collaboration, we conduct an initial call with each team to assess their professional level and expertise. Slice comes to this call prepared with background research specific to the territory, which allows us to evaluate and appreciate the team's depth of knowledge firsthand.
  • Highlighting Key Topics: During this initial call, we also discuss the main 10 highlight topics that we at Slice have identified as crucial, in order to update our survey to be more relevant to the specific territory.
  • Continuous Collaboration: Establishing ongoing relationships with these experts allows us to stay abreast of the latest regulatory changes and nuanced interpretations of complex legal frameworks.

Both Lawyers and Accountants Are Required

Understanding the multifaceted nature of equity compliance requires combined approach:

  • Lawyers and Accountants Working Together: In each jurisdiction, we assemble a team of both lawyers and accountants. This multidisciplinary team collaborates to provide a comprehensive overview of equity regulations. Lawyers focus on the legal and tax aspects of equity distribution, including compliance with securities laws and corporate governance, while accountants provide insights into the tax reporting requirements and tax calculations.
  • Integrated Analysis: The combined insights from lawyers and accountants enable us to develop a well-rounded understanding of each country’s requirements. This synergy ensures that our data reflects both the legal and tax perspectives, providing a more complete view of the equity regulations.
Building an equity Compliance Engine for one type of employees such as full-time is one thing. But covering all types of employments and engagements (contractors, part-time, EOR and PEO) is a completely different ball game.

This comprehensive and collaborative approach to identifying local equity compliance and taxation requirements ensures that Slice’s data collection is not only thorough but also precise and reflective of the current legal and fiscal landscape. By integrating the expertise of top-tier lawyers and accountants and conducting a deep analysis of local laws and tax regulations, we equip our customers with the knowledge to navigate the complex world of global equity management confidently.

Distributing The Survey to Local Experts

After we identified top-tier local experts, we proceeded to distribute our detailed equity compliance survey to those experts with whom we decide to continue our journey. This step is vital in validating and enriching the information we gather. Here’s how we manage this critical phase:

Distribution of Survey

Based on initial discussions with local experts, we make dynamic adjustments to our survey to reflect new insights and ensure the accuracy of the information. Following these modifications, we send the comprehensive questionnaire to the selected local experts, tailored to capture all necessary details about equity compliance and tax regulations in their respective jurisdictions.

Receiving and Reviewing Responses

Once we receive the completed surveys, our team conducts an initial review to ensure that all responses are comprehensive and adhere to the expected standards. Should any answers be unclear or incomplete, we engage in follow-up communication to clarify and delve deeper into specific topics. This process ensures a thorough understanding of all regulations within the territory, allowing us to maintain the highest level of accuracy and reliability in our compliance engine.

Interactive Sessions with Experts

We arrange follow-up meetings with our experts to meticulously review the surveys responses. These sessions are essential for thoroughly discussing the legal and tax rules, understanding their practical implications, and uncovering any subtle nuances.

This detailed and iterative process not only deepens our understanding of each jurisdiction’s equity compliance landscape but also fortifies our relationships with local experts, ensuring ongoing accuracy and relevance of the information we provide to our customers. By maintaining a robust feedback loop and regular interactions with experts, Slice ensures that our platform remains at the forefront of global equity compliance and management.

Continuously Updating The Survey

At Slice, we recognize that the landscape of global equity management is constantly evolving. To ensure our database remains current and reliable, we maintain an active engagement process with our network of local experts:

  • Ongoing Interaction with Experts: We have established a system of continuous interaction with our local experts, receiving updates on a regular basis. These interactions provide us with the most current legal and tax changes, ensuring that our platform reflects the latest regulatory environments.
  • Quarterly Strategic Meetings: To further ensure our information is up-to-date and comprehensive, we conduct quarterly meetings with our experts. These sessions are crucial for reviewing the latest developments and strategizing on how to incorporate significant changes into our platform.
  • Scheduled Review Process: Alongside continuous monitoring, we implement a structured review process where our team methodically goes over the collected information. This process allows us to make necessary updates and adjustments, ensuring the data's accuracy and relevance.

Through this structured and proactive process, Slice ensures that our equity management platform remains robust, compliant, and perfectly tailored to meet the diverse needs of companies operating across multiple jurisdictions. We pride ourselves on our deep understanding of global equity compliance and our capability to deliver precise and actionable information. Our approach helps customers navigate the complexities of equity management with ease and confidence, backed by the most current and comprehensive insights.

Up Next

In our next installment, we will delve into how we take the comprehensive equity compliance and tax information we've gathered and transform it into a fully automated engine. We'll explore the intricate process of codifying knowledge into rules, ensuring the correct rules are applied to each company and grant holder, and how we deliver actionable insights. Stay tuned as we uncover the technical marvels behind designing and building a system that not only manages but also enhances global equity operations.

In today's competitive tech landscape, attracting and retaining top talent across borders is crucial for startup success. For companies with a growing presence in Sweden, navigating the complexities of equity compensation can be a significant hurdle. This is where Qualified Employee Stock Options (QESOs) become critical. Although implementing QESOs involves navigating numerous requirements, the substantial tax advantages make them a highly rewarding solution for both companies and employees.

What are QESOs?

Qualified Employee Stock Options (QESOs) are a type of stock option specifically designed for companies with a Swedish presence to incentivize employees with equity in the company. The beauty of QESOs lies in their favorable tax treatment for both the company and the employee:

  • Employee Benefits: Employees enjoy tax-free grants and are only taxed on capital gains at upon sale, typically at a rate of 25%.
  • Company Benefits: Companies benefit from reduced social security contributions compared to traditional non-qualified stock options.

Difference Between QESOs and Non-Qualified Stock Options in Sweden

When considering stock options, it's essential to understand the differences between QESOs and non-qualified stock options in Sweden:

  • Tax Event: For non-qualified stock options, there is a tax event upon exercise. Employees are taxed at progresive tax rate ranging between 30%-55% on the difference between the market price and the exercise price at the time of exercise.
  • Withholding Obligation: Employers have a withholding obligation for non-qualified stock options. Employers must withhold the appropriate tax amount through salary in the month following the exercise.
  • Social Security Contributions: Non-qualified stock options include a social security contribution obligation at a rate of 31.42%.

Key Requirements for QESOs

To benefit from the generous tax rules associated with QESOs, several strict requirements must be met. Here are the ten essential criteria for companies, stock options, and option holders:

Qualifying Conditions for Companies

  1. Fewer than 150 employees.
  2. No more than SEK 280 million in net Sales or balance sheet total.
  3. The company’s operations must not be older than 10 years.
  4. The company must not primarily engage in asset management, banking, financing, insurance, coal or steel production, real estate trading, long-term rental, or services related to legal advice, accounting, or auditing (“excluded activities”) for 3 consecutive years before the grant.
  5. Company must not be traded on a public stock market.
  6. Company cannot be direcly or indirectly controlled by a governmental body.
  7. The company must not be in financial difficulties.
  8. Company cannot be purely a holding company, and must undertake trade operations

Qualifying Conditions for Employees

  1. Be an employee or board member of the granting company or any subsidiary.
  2. Work a minimum of 75% of their working hours for the granting company or any subsidiary.
  3. Must earn a minimum salary of 13 “income base amounts” during the vesting period of 3 years after the grant date. The income base amount in 2024 is SEK 76,200.
  4. Employee, together with closely related affiliates, cannot own more than 5% of the voting rights or share capital of the granting company.

Beyond QESOs: Comparative Analysis

If you're familiar with the UK's Enterprise Management Incentive (EMI) scheme, you'll find striking similarities between QESOs and EMIs. Both programs have similar conditions and are designed to optimize tax benefits and encourage employee ownership, making them highly attractive for startups and growing companies looking to incentivize their workforce.

However, there are key distinctions that set QESOs apart, providing unique advantages:

  • No Limit on Exercise Price: One of the most notable advantages of QESOs over EMIs is the absence of a cap on the exercise price. This means that employees can potentially benefit more from their options, as there are no restrictions on the price at which options can be exercised. This flexibility allows for greater potential for value creation, particularly in rapidly growing companies where share prices can increase significantly over time.
  • Enhanced Flexibility and Applicability: The absence of exercise price restrictions allows for more customized compensation packages, appealing to a broader range of businesses and making QESOs a more versatile option across various sectors and stages of development.

Slice's Approach to QESO Management

At Slice, we offer a comprehensive solution for managing QESOs for Swedish employees, ensuring a streamlined and efficient process from creation through sale. Here's how we can assist:

  • Value Alerts: We provide real-time alerts on the value of options upon grant, both for the company and the option holder. This ensures the company does not exceed the option value limitations. 
  • Exercise Period Management: Our platform tracks and manages exercise periods, ensuring timely notifications and helping option holders maximize their benefits within the allowed timeframe.
  • Scope of Work Conditions: We monitor and enforce the scope of work conditions, ensuring compliance with employment and work hour requirements for QESO This helps maintain eligibility for tax benefits and other advantages.
  • Relationship Management: Whether the option holder is an employee, board member, or has another type of relationship with the company, we ensure all relevant criteria and conditions are met and tracked accurately.

With Slice, managing QESOs becomes a seamless experience, allowing both companies and option holders to focus on growth and success.

Conclusion – Investing the Time to Grant QESOs in Sweden is Worth It!

Although granting QESOs in Sweden requires understanding the tax rules, company requirements, and employee conditions, the tax advantages it offers are significant. Investing time in implementing and managing QESOs is a worthwhile endeavor, enhancing employee compensation and driving growth.

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