An Employee Stock Option Scheme (ESOP) gives eligible employees, directors or officers a right to acquire company shares after the applicable vesting and exercise conditions are satisfied. For companies covered by the Companies Act framework, Section 62(1)(b) and applicable rules govern the issue of shares under an ESOP. CorporateWalla assists with ESOP structuring, scheme documentation, corporate approvals, grant records, vesting/exercise compliance and applicable MCA filing support. ESOPs do not guarantee employee retention, future share value or investment returns.
Eligibility depends on the Companies Act, applicable rules and the scheme. Permanent employees, certain directors and employees of holding/subsidiary companies can be eligible, subject to statutory conditions. Promoter/promoter-group and certain director exclusions or exceptions must be checked under the current Rule 12 framework. Not every employee, founder or promoter is automatically eligible.
If new shares are issued on exercise, existing shareholders can be diluted. Model the impact using the option pool, existing capital, expected exercises and other convertible instruments. Do not promise zero dilution or future value appreciation.
Startup schemes should address option-pool size, vesting, exercise price, leaver treatment, exit/change of control, investor rights, dilution, tax and FEMA where relevant. The ESOP should be consistent with existing investment/shareholders' agreements.
Where an option holder is non-resident, review FEMA/foreign-exchange, pricing, reporting, tax and sectoral requirements. Do not use a domestic Companies Act checklist alone for cross-border ESOPs. See FEMA Compliance.
Listed companies require review of the applicable SEBI employee-benefit framework, stock-exchange processes, disclosures, approvals and pricing/reporting requirements. Do not use an unlisted-company template for a listed company without specialist review.
ESOP implementation is scope-based. Fees can depend on employee count, scheme complexity, grant classes, cap-table complexity, listed/unlisted status, valuation, FEMA, investor agreements, ongoing administration and filings. Government, valuation, legal and other third-party costs are identified separately.
Timeline depends on scheme design, legal/accounting review, Board and shareholder meetings, valuation, grant documentation and MCA/SEBI/FEMA requirements. There is no universal fixed completion period.
Pick the speed and depth that matches your need. Same quality, same CA team — only the timeline changes.
Timeline: 15–30 days (indicative)
Timeline: 20–30 days (indicative)
Timeline: 30–45 days (indicative)
Government fee — paid by you at actuals
Government, valuation, legal and other third-party costs are identified separately from the professional fee.
Every price above is a professional fee, excluding GST and government charges. 50% upfront, 50% on delivery.
Final fees depend on employee count, scheme complexity, grant classes, cap-table complexity, listed/unlisted status, valuation, FEMA, investor agreements, ongoing administration and filings.
Define the option pool, eligible participants, grant mechanics, vesting, exercise price, exercise period, leaver treatment, change-of-control provisions and transfer restrictions.
Check MOA/AOA, authorised capital, paid-up capital, existing ESOPs, convertibles, investor agreements, shareholder position and listed/unlisted status.
Prepare the scheme and obtain the applicable Board and shareholder approvals. The Companies Act ESOP framework generally requires shareholder approval by special resolution, subject to applicable provisions/exemptions.
Determine the appropriate valuation/accounting/tax treatment for the transaction. Valuation requirements differ by company, security, participant and purpose. Do not use one valuation report for every Companies Act, FEMA and tax purpose without review.
Issue grant documentation stating the number of options, grant date, vesting, exercise price, exercise period and lapse conditions. Maintain an accurate option register and cap table.
Options vest according to the approved scheme. Time-based, performance-based or milestone-based vesting can be used subject to law, and the current statutory minimum vesting requirements and exceptions should be checked.
After vesting, an employee may exercise according to the scheme. Record options exercised, exercise price, employee details, exercise date and applicable tax/withholding.
Where exercise results in a fresh issue of shares, complete the applicable allotment process, including Board action, PAS-3 where required, register updates and share certificate/demat records.
Maintain grant, vesting, exercise, lapse/forfeiture, cap-table, shareholder, accounting, tax and FEMA records where applicable.
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Option pool, eligible participants, vesting, exercise price, leaver treatment and change-of-control provisions are defined and checked against the existing cap table and investor agreements.
The scheme is drafted and the applicable Board and shareholder approvals, generally a special resolution, are prepared.
Grant documentation, the option register and the cap table are maintained so grants, vesting, lapses and forfeitures stay traceable.
Where exercise results in a fresh issue of shares, Board action, PAS-3 where required, register updates and share certificate/demat records are supported.
Custom quote • Scope-based
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Custom quote • Scope-based
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From ₹4,499 • 7–15 days (indicative)
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From ₹4,999/year • Annual
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From ₹8,999 • 15–30 days (indicative)
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From ₹4,999 • 5–7 business days (indicative)
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From ₹3,999 • 7–15 days (indicative)
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