Greenfield ESOP
Drafting from scratch - scheme, policy, board resolution and shareholder approval.
- ESOP policy + scheme document
- Special resolution + MGT-14
- Grant letters template
- Exercise / cashless exercise mechanics
ESOP Scheme Drafting
Build your ESOP from scratch - scheme, grants and Section 17(2) valuation.
An Employee Stock Option Plan needs a board-approved scheme, special resolution, Form MGT-14 filing and individual grant letters. Beyond drafting, you need an exercise mechanism, vesting schedule and a Section 17(2) valuation engine for the perquisite tax at exercise.
Qualified CA / CS partners15-25 working daysBest for: Pvt Ltd startups granting employee equity
Starting at
₹49,999 onwards
ESOP Scheme
Pvt Ltd startups granting employee equity
ESOP scheme drafted to Section 62(1)(b)
Special resolution + MGT-14
Grant letters + exercise mechanics
Section 17(2) perquisite valuation
Timeline
15-25 working days
What it is
ESOP Scheme, explained in plain English.
An ESOP (Employee Stock Option Plan) lets a company grant options that vest over time, which employees can exercise to buy shares at a pre-agreed exercise price. The legal scaffolding needs Companies Act compliance (Section 62), shareholder approval (special resolution), MGT-14 filing, individual grant letters, vesting tracking and Section 17(2) perquisite valuation at exercise. Pvt Ltd companies don't follow SEBI ESOP rules - those apply to listed companies.
TL;DR
Pvt Ltd ESOP = scheme + special resolution + MGT-14 + grant letters + vesting + exercise + Section 17(2) tax at exercise. Promoters in 'startups' under Section 62 are excluded.
Key terms
The vocabulary you'll see on the portal.
Grant
The award of options to an employee - no shares issued yet.
Vesting
The schedule over which granted options become exercisable (commonly 4 years, 1-year cliff).
Exercise
Employee pays the exercise price and receives shares; this triggers Section 17(2) perquisite tax.
Strike / exercise price
The price paid per share at exercise - set at grant, often at the latest 409A / Indian fair value.
Section 17(2)
Income Tax provision treating FMV - exercise price as 'perquisite' salary at exercise.
Routes & scenarios
Match the situation to the right fix.
ESOP refresh / modification
Amending an existing scheme - vesting changes, pool top-up, accelerated vesting.
- Tracking-stock amendments
- Top-up via fresh special resolution
- Roll-forward unvested options
- Updated cap table modelling
Exercise + valuation engine
Annual or per-exercise FMV valuation for Section 17(2) compliance.
- Merchant banker valuation (FMV)
- TDS computation at exercise
- Form 12BA reporting
- Sale-stage capital gains modelling
The process
ESOP Scheme - from kickoff to confirmation.
01
Cap-table + pool
We model the ESOP pool size, dilution impact and vesting design with your board and lead investor.
02
Scheme drafting
ESOP scheme, policy, grant letters and exercise notices drafted by partner CS + tax counsel.
03
Approval + filing
Board resolution, special resolution at EGM/AGM, MGT-14 filed within 30 days.
04
Ongoing administration
Vesting tracker, grant register, FMV refresh, exercise notices, Section 17(2) perquisite computation.
Documents required
What we'll need from you.
Upload via our secure portal. We pre-check every scan before filing - cuts portal rejections by ~90%.
Current cap table
Latest valuation report (409A / Indian FMV)
AOA (to check ESOP enabling provisions)
Employee list with grant proposals
Board approval to start the process
Auditor's certificate (for SEBI-compliant pool, if listed)
ESOP Scheme FAQ
Common questions, answered by partners.
Still unsure if ESOP Scheme is right for your case? Book a free 20-minute consult - a senior CA / CS will walk you through your specifics.
Still have questions?
Book a free 20-minute consult with a senior partner - we'll walk through your case and outline next steps.
Talk to a partner →Generally no in mature Pvt Ltd companies under Section 62(1)(b). However, DPIIT-recognised startups can grant ESOPs to promoters under specific conditions for the first 10 years.
Ready when you are
Let's get your ESOP Scheme sorted this week.
A senior CA / CS will get on a call with you, confirm scope and start the work - usually within 24 hours.