ESOP Procedure for Private Limited Company

ESOP Procedure for Private Limited Company

Introduction of ESOP Procedure

Employee Stock Options allow businesses to incentivize and retain value within their respective teams. Through this, the company's employees are given the benefits of owning shares in the company they are employed by and may even be able to retire from them if they sell them after a predetermined number of years (Think early retirement.) The Employee Stock Option Plan is a scheme where a company that already has an established value opens its doors to more investors by allowing more people to purchase shares of said business at a set rate.

What is the ESOP procedure for private limited companies?

Three terms have to be looked at while considering the issue of ESOPs: Granting, Vesting, and Exercise. The most important thing to keep in mind while a company issues stock options are that it must provide these only against fully paid-up shares or fully paid-up capital contributions made by the employee in the business.


The issuing of stocks to allow the employee to exercise their stock options is referred to as a stock option grant. It also refers to an employer's commitment to an employee by educating them about the alternatives open to them.


The right of the employee to apply for the shares that have been given to him is referred to as vesting.

Exercise Period

The actual conversion of the employee's rights to stock ownership is called exercising—the time after vesting when an employee can exercise their option to acquire stock.

Exercise Price

The price at which the employee will purchase the stock at a predetermined price.

ESOP procedure for a private limited companies

Section 61 of the Companies Act 2013 and Rule 12 of the Companies (Share Capital and Debenture rules, 2014 enable a private limited company to grant shareholders the ESOP scheme within its ambit. The Articles need to keep records regarding any new issuance of shares under this scheme in an Article that authorizes this issue. If one wants to amend the existing number of shares available for grant under ESOP rules, then it is necessary to amend the pertinent document. One thing that all companies need to take note of is that no MOA can be altered without first bringing up any shortage in share capital - because MOA cannot contradict AOA.

Procedure for approving the ESOP plan and amending the company's memorandum and articles

A meeting of the Board of Directors will be held to decide on the following actions:

  • Make changes to the Memorandum of Association (MOA) and Articles of Association (AOA). 
  • Create the ESOP Plan. 
  • Prepare the resolution that was approved at the board meeting.
  • A special General Meeting should be called. 
  • Creating the resolution that will be voted on at the Extraordinary General Meeting.
  • Extraordinary General Meeting notification is being written.
  •  Minutes of the Board meeting are being prepared.

Hold a meeting and have a conversation about the following topics:

  • The resolution amending the AOA and MOA was passed. 
  • Passing the ESOP Scheme Resolution and securing shareholder approval Within 30 days following the meeting, file the Register. 
  • Identifying the employees who will be eligible for the ESOP. 
  • Examine the scheme's vesting term and the employee's choice to exercise it.
  • Stamp duty on the issuance of shares must be paid.

Notice of the board meeting should be given at least 7 days before the ordinary board meeting. However, no time limit has been set up to send notice of any kind of board meeting. Suppose your company has grown enough to reach a point where you'll have more than 200 shareholders by implementing an ESOP scheme. In that case, this may be a good sign that it's time to start expanding and convert your company into a public one instead so that anyone can buy stock in your company if they would like. 

What role does Especia play in the ESOP procedure for private limited companies?

  • We provide a variety of services to assist organizations in making better, more strategic decisions that save money, time, and resources.
  • We want to foster an atmosphere where company owners may concentrate on new ideas and opportunities.
  • We are always striving to be a responsible management source for all of our client's financial and accounting needs. 
  • We provide services of the highest quality, efficiency, and security.

How does an ESOP benefit employees

An organization provides stock options as a motivation for its employees. As employees would benefit when the company's share prices soar, it would be an incentive to put in or her 100%. Although motivation, employee retention, as well as awarding hard work are the key ESOP benefits that ESOP brings to the employers, there are several other noteworthy advantages. With the help of ESOP options, organizations could avoid cash spending on immediate cash outflow as they can use their shares as savings while simultaneously motivating their employees with shares as well!

The incentive to exercise shares is the difference between the market value and exercise price. It is considered taxable according to the employee's tax bracket. The benefit is viewed as a capital gain when the employee sells their shares, so to remain within their bracket, they should sell all of their shares at once after one year of ownership if they are not going to continue working for the company. If one sells their shares more than a year after buying them, there are no taxes because it is considered long-term.

On the other hand, proposed revisions in Budget 2018 include a 10% tax rate and a 4% cess on sales of equity shares if held for more than a year (long-term capital gains). At the same time, short-term capital gains are subject to a 15% tax limit. For organizations that are starting their business operations on a bigger scale or expanding their business, awarding their employees with Employee stock options would be much more feasible than cash rewards in terms of taxes.


The employees' stock option plan (ESOP) allows the company's employees to be shareholders of the company. An ESOP is usually funded with shares of stock in the company. To understand how an ESOP benefits employees, here's how it works. An ESOP can be created as a separate entity by forming an ESOP trust, or it can be an extension of an employee stock option plan. The ESOP trust is an independent trust that owns shares in the company. The trust is managed by a trustee who meets the Employee Retirement Income Security Act (ERISA) requirements. The Employee stock options (ESOP) should be allowed by at least 75% of the company. Employees can get shares of a company at a predetermined price. This process benefits both employer and employee.

If you are looking for any Employee stock option plan ESOP services or consultants in Noida, Delhi, Gurgaon or anywhere in India, write to us at Or Call On :(+91)-9711021268 +91-9310165114

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