GAIA · Equity tools
VSOP Calculator: what does your team actually keep?
A VSOP is the most common way German startups give employees a stake. But when the exit comes, the entire payout is taxed as salary, so your team often keeps far less than the headline number suggests. Enter your numbers below to see the real after-tax result.
What is a VSOP?
A VSOP (Virtual Stock Option Plan) is a contractual promise to pay an employee the value of a certain number of shares if the company is sold, without giving them real shares. It's popular because it's simple to set up and needs no notary.
The catch is tax. Because the employee never holds actual equity, the full payout is treated as employment income and taxed at rates up to 45% plus the 5.5% solidarity surcharge. None of it qualifies for the lower capital-gains rate. That's what the calculator below quantifies.
Your scenario
Numbers recalculate live as you type.
Total shares in the grant
Price deducted from exit proceeds
Price per share at sale
Assumptions
- Income tax: 42% up to €278,000; 45% above
- Solidarity surcharge: 5.5% of income tax
- Capital gains (EIP growth only): 25% + soli
- Salary above social-security ceilings
- No church tax · Illustrative only
Your result
VSOP / ESOP
Effective tax rate: 47.1%
Step 1 · Proceeds
Total proceeds
1,000 shares × (€2,500 − €300)
€2,200,000
Step 2 · Income tax breakdown
Taxable amount
€2,200,000
Up to €278,000 @ 42%
€278,000 × 42%
€116,760
Above €278,000 @ 45%
€1,922,000 × 45%
€864,900
Income tax
€981,660
Solidarity surcharge (5.5%)
€53,991
Total tax
€1,035,651
Step 3 · Result
Total proceeds
€2,200,000
Total tax
−1,035,651
Effective tax rate
47.1%
Net to employee
€1,164,349
There's a way your team could keep up to ~30% more
Under Germany's §19a rules, employees can hold real shares in an EIP where only the value at grant is taxed as income. The growth is taxed as capital gains at 25%. See how the two plans compare on your exact numbers.
There's a way for your team to keep more
Most founders don't know there's an alternative to the VSOP tax hit. Under Germany's §19a rules, employees can hold real shares in an EIP (Employee Incentive Plan). Only the value at grant is taxed as income; all the growth from grant to exit is taxed as capital gains at a flat 25%.
The result, on the same exit: employees keep up to around 30% more. And because the tax treatment is so much more efficient, you can deliver the same net reward while giving away less, meaning less dilution for founders and existing shareholders.
How §19a changes the maths
- An EIP is taxed only at an exit event, no dry-income problem along the way.
- The entry value (share value at grant) is taxed as regular income (max 45%).
- All gains and dividends are taxed as capital income at a flat 25%.
Does your company qualify for §19a?
Most venture-backed startups qualify. The core §19a criteria:
- Up to 1,000 employees (FTE)
- Revenue ≤ €100m per year, or balance sheet ≤ €86m
- Thresholds only matter once exceeded in two consecutive years, with a 6-year grace period
- Available up to 20 years after founding
VSOP & employee equity: common questions
A VSOP payout is taxed as employment income in the year of the exit, at the employee's personal rate (up to 45%) plus the 5.5% solidarity surcharge. Because it's a cash-settled promise rather than real shares, none of it qualifies for capital-gains treatment.
See it modelled for your own plan
GAIA sets up §19a real-share plans and keeps your cap table, grants and paperwork clean as you scale. If you're weighing a VSOP against a real-share plan, we'll walk through your numbers.