ESOP for Startups and Private Limited Companies in India

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ESOP for Startups

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ESOP Documentation

All you need to know

What is ESOP Documentation for Startups and Pvt Ltd Companies?

An Employee Stock Option Plan (ESOP) allows companies to offer equity to employees as part of their compensation. Startups and private limited companies often use ESOPs to attract, motivate, and retain talent while minimizing cash outflows. This service by Ebizfiling helps you legally create, approve, and file your ESOP plan in line with Indian company law.

ESOP Documentation

Why Should Startups and Pvt Ltd Companies Offer ESOPs?

For Employers

  • Boosts employee retention with long-term incentives
  • Reduces upfront salary burden by deferring reward into future equity
  • Enhances company valuation and improves corporate governance image
  • Complies with MCA and SEBI (if applicable) rules easily with expert help

For Employee

  • Earn equity and grow with the company’s success
  • Potential for wealth creation during funding rounds or exits
  • Builds loyalty and deeper commitment to business goals

ESOP Documentation Fees

Choose Your Package

ESSENTIAL

35399/-

(All Inclusive)

  • Draft ESOP Policy with vesting, cliff, and exit conditions
  • Board Approval for the ESOP scheme through Board Resolution
  • Conduct EGM and pass Special Resolution for ESOP
  • File Form MGT-14 with ROC for special resolution
  • Issue Grant Letters to eligible employees (based on FMV and Board approval)

ENHANCED

82599/-

(All Inclusive)

  • Draft ESOP Policy with vesting, cliff, and exit conditions
  • Board Approval for the ESOP scheme through Board Resolution
  • Conduct EGM and pass Special Resolution for ESOP
  • File Form MGT-14 with ROC for special resolution
  • Obtain Valuation Report from Registered Valuer (FMV of shares)
  • Issue Grant Letters to eligible employees (based on FMV and Board approval)
  • Allow Option Vesting & Exercise as per policy timeline
  • Allot Shares upon Exercise and pass Board Resolution
  • File Form PAS-3 for allotment of shares with ROC
  • Maintain Register SH-6 for tracking ESOP grants and exercises

Documents Required for ESOP Implementation  

ESOP Implementation Documents

  • Certificate of Incorporation
  • MOA & AOA of the Company
  • Board Resolution approving ESOP
  • Current Shareholding Pattern
  • List of Employees eligible for the grant
  • Company Financials
  • Auditor Certificate (if required

Step-by-Step ESOP Documentation Process  

1

Define ESOP goals

2

Draft policy

3

Get approvals

4

Issue grant letters

5

File with MCA & get support

Plan & Draft

Ebizfiling India Private LimitedOur experts help define ESOP goals and draft a compliant policy covering vesting, pricing, and eligibility criteria.

Approve & Issue

Ebizfiling India Private LimitedWe assist in securing Board and Shareholder approvals and issue grant letters to eligible employees smoothly.

File & Support

ebizfilingMGT-14 and PAS-3 are filed on the MCA portal. We ensure compliance and provide complete post-filing support.

FAQs

FAQs – ESOP for Startups and Private Limited Companies  

Get answers to all your queries

  • Can private companies issue ESOPs?

    Yes, registered private limited companies under Companies Act, 2013 can issue ESOPs.

  • Are SEBI regulations applicable?

    Only for listed companies. Private companies follow MCA guidelines.

  • Is filing with MCA mandatory?

    Yes. MGT-14 and PAS-3 must be filed for legal validity.

  • What is a vesting period?

    It’s the time employees must serve before they can exercise their ESOPs

  •  Is tax applicable on ESOPs?

    Yes. Tax is levied at the time of exercise and again at sale. DPIIT-recognized startups get deferred taxation benefits.

  • Can consultants or advisors receive ESOPs?

    No. ESOPs are only for full-time employees and directors.

  • Do ESOPs dilute current shareholder equity?

    Yes, upon exercise and issuance of new shares, existing ownership gets proportionately diluted.

  • Can ESOPs be granted to employees who are on probation?

    Generally, companies grant ESOPs only after the probation period is over, but the policy can define such eligibility.

  • What happens if an employee leaves the company before the vesting period ends?

    Invested ESOPs are forfeited. The employee does not receive any rights to them.

  • Can ESOPs be transferred to another employee or person?

    No, ESOPs are non-transferable. They can only be exercised by the employee to whom they were granted.

  • How is the exercise price of ESOPs decided?

    The company’s board determines the exercise price, which is often lower than the market value to incentivize employees.

  • What’s the difference between RSU and ESOP?

    RSUs (Restricted Stock Units) are granted as shares after a vesting period, while ESOPs are options to buy shares at a fixed price.

  • Is a valuation certificate required for ESOPs?

    Yes, companies need a valuation report from a registered value to determine the fair market value for compliance and taxation purposes.

  • How often can ESOPs be granted?

    There is no legal restriction on frequency. It depends on the company’s policy and board approval.

Reviews

  • Akash-R

    Akash R

    22 Jul 2025

    I’ve been using their service for over 5 years and am completely satisfied. They are cost-effective and always respond in a timely manner. I totally recommend them, especially if you’re new to the accounting and legal world.

  • Client Reviews, Ebizfiling

    Debasis Mishra

    28 Jul 2020

    Very good Service. The staffs are very cooperative. Particularly Nilesh is very cooperative and punctual. They deliver all the documents on time. Thank you all for your support.

  • Eliopedia-Knowledge-&-Fun

    Eliopedia Knowledge & Fun

    23 Jul 2025

    Excellent Services, Best Firm as we experienced.

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