ESOP Scheme Design & Documentation
ESOP pool, scheme, grant letters, approvals and employee tax
- 1DesignPool, vesting and exercise terms set.
- 2ApproveSpecial resolution and filings completed.
- 3OperateGrants, vesting and exercises administered.
Share your details. We’ll reply on WhatsApp with the next steps and a checklist.
Pick a plan — the fee is adjusted if you hire us within 30 days.
About ESOP Scheme Design & Documentation
A clear overview, in simple terms — what it is, why it matters, and how we handle it.
A private company issues ESOPs under Section 62(1)(b) of the Companies Act with a special resolution, a written scheme, a minimum one-year vesting period and a register in Form SH-6. Promoters and directors holding over 10% can't get options — except in DPIIT-recognised startups for ten years from incorporation. Employees pay tax as salary on the gain at exercise; employees of 80-IAC startups can defer it.
Design decisions drive value: pool size, vesting and cliff, exercise price, exercise window after leaving, and what happens on an acquisition. We set these to match your hiring plan and investor expectations, then draft the scheme, grant letters and approvals.
Alternatives such as phantom stock or stock appreciation rights give cash-based rewards without issuing shares. For foreign employees, the company also reports the issue in Form ESOP under FEMA within 30 days.
| Law | Section 62(1)(b), Companies Act; Rule 12, Share Capital Rules |
|---|---|
| Approval | Special resolution |
| Minimum vesting | 1 year |
| Promoters / 10%+ directors | Not eligible, except DPIIT startups for 10 years |
| Tax | Perquisite at exercise; deferral for 80-IAC startups |
Who this is for
Common scenarios where this service is a good fit.
- Startups creating a first ESOP pool
- Companies expanding or revising a scheme
- Companies granting options to foreign employees
What you get
Clear deliverables so you know exactly what's included.
- Scheme design
- Scheme document and grant letters
- Resolutions, MGT-14 and SH-6 register
- Employee tax and TDS guidance
Expert review before every submission — not just data entry.
Working notes and reconciliations you can rely on in future notices.
Resident Indians, NRIs, expats and cross-border businesses — all served.
Documents required
A practical checklist. We'll tell you if anything else is needed based on your case.
* This is a base checklist. After a quick pre-check, we may ask for additional items specific to your case.
Process
A simple, trackable workflow — designed to avoid back-and-forth.
Pool, vesting and exercise terms set.
Special resolution and filings completed.
Grants, vesting and exercises administered.
Get a quote
We share a clear quote on WhatsApp after a quick checklist pre-check.
- Fixed quote on WhatsApp after a short look at your facts and documents.
- Government fees, if any, are paid at actuals and shown separately.
| Factor | DIY | Indus Tax |
|---|---|---|
| Expert review | ❌ | ✅ |
| Notice risk reduction | ❌ | ✅ |
| Deduction optimisation | ❌ | ✅ |
| Audit-ready records | ❌ | ✅ |
| AIS/26AS reconciliation | ❌ | ✅ |
Share your facts and deadline. We'll reply with the right checklist and a clear quote.
Fee adjusted against our service fee if you go ahead within 30 days.
- Priority CA Call-backSkip the queue — a CA calls you within 30 minutes.₹255
- RecommendedCA Consultation (30 min)Talk one matter through properly with a CA.₹755
- In-depth CA Review (60 min)Documents reviewed before the call, written action plan after.₹1,155
Call-backs run Mon–Sat, 9 AM–6 PM IST. Booked outside these hours? We call you first thing the next working morning.
Compare the 3 plansFrequently asked questions
Answers to the most common questions we get.
This page also covers
- ESOP scheme
- Design and approval of the scheme.
- ESOP documentation
- Scheme, grant letters, registers and filings.
Official sources
Indus Tax is a private professional services firm and is not affiliated with any government authority. Rules and fees change — we confirm current positions before filing.
