Welcome to the Share | Updates – May 2026 edition!
This month, we are sharing tax and legal updates from the EU, Argentina, Australia, Brazil, Estonia, and New Zealand.
CMS Employee Equity 101: Nordic sub-series
Recent Changes
EU Countries
Default Exemption to Prospectus Regulation Threshold
From 5 June 2026, the EU Listing Act will amend Regulation (EU) 2017/1129 (the “Prospectus Regulation”) to provide that the “total consideration” exemption to the Prospectus Regulation will automatically default to EUR 12 million (with an option for individual Member States to apply EUR 5 million instead).
If an offer of securities in the EEA, when added to previous offers in the last 12 months, is below the “total consideration” exemption, then the Prospectus Regulation will not generally apply to that offer.
All current thresholds of 1–8 million will be replaced with 12 million (imposed centrally by the EU). It is then for individual Member States to determine whether they opt out and replace the 12 million limit with a 5 million limit. This does not necessarily affect existing local security laws.
Argentina
Social Security Caps
Social security caps for employees based in Argentina change on a monthly basis.
Employee Social Security is payable up to a flat rate of 17%, withheld by the Local Company (capped).
The cap is approximately ARS 4,303,619 per month (for May 2026).
In June and December, additional salary is paid which may impact the effective social security cap applying.
Australia
Upcoming Capital Gains Tax (CGT) Changes from 2027
The Australian government has announced significant changes to capital gains tax rules expected to apply from the tax year 2027/2028.
In particular, the 50% CGT discount for shares held for at least 12 months is being abolished, with some transitional rules applying to shares acquired prior to 1 July 2027. In addition, the minimum CGT rate will be 30% from 1 July 2027.
Brazil
Income Tax Reform Bill 1,087/2025 is Fully Enacted Law
Bill No. 1,087/2025 was enacted and converted into Law No. 15,270/2025, applied from 1 January 2026. It introduces a series of relevant changes to income taxation, including reducing the tax burden on lower-income taxpayers:
- An exemption for monthly income of up to BRL 5,000;
- Progressive reductions for monthly income of up to BRL 7,350;
Brazilian-resident individuals receiving dividends exceeding BRL 50,000 in the same month from the same legal entity will be subject to 10% withholding tax. This applies to dividends distributed by Brazilian companies.
If the company is not based in Brazil, things haven’t changed – dividends paid on shares held by participants are subject to taxation at rates of up to 15%.
Estonia
Income Tax Remains at 22%
In December of last year, Estonia passed amendments to the Income Tax Act, confirming that the planned increase in the income tax rate from 22% to 24% in 2026 will no longer proceed.
New Zealand
Private Companies May Opt into a Tax Deferral Regime
New Zealand has introduced Employee Share Scheme (ESS) tax reforms from April 2026, allowing private companies to defer employee tax until a liquidity event such as a share sale or IPO.
Employers will be able to opt into the regime, and tax timing will shift away from grant or vesting to when employees can actually realise value. The changes aim to simplify valuation and compliance for startups and growth companies.
CMS Employee Equity 101 Series
Equity in the Nordics
Our colleagues from CMS explore practical considerations around issues and opportunities in the Nordic countries.
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