Services for clients across India. Applicable state, sector and professional requirements are assessed before an engagement.
An ESOP that motivates is one employees understand and lawyers cannot poke through: a scheme approved the right way, grants papered person-by-person, a register that reconciles to the cap table, and tax events computed before they surprise payroll. Implementation is where good intentions become enforceable options.
When this service is typically required
- Creating a first ESOP pool — the design landscape: the ESOP guide for founders
- A term sheet requires an ESOP pool before the round closes
- Grants were promised informally and must become real options
- Vesting, exercise and exit mechanics need writing before the first departure tests them
Indicative scope
- Scheme drafting: pool size, vesting, cliff, exercise windows, leaver treatment
- Corporate approvals: board and shareholders' special resolution, filings
- Grant letters and acceptance records per employee
- ESOP register and cap-table integration (fully-diluted view maintained)
- Valuation coordination for grants and exercises; payroll tax briefings
- Employee communication pack in plain language
Key points at a glance
| Item | Position |
|---|---|
| Approval | Companies Act route: special resolution; private-company relaxations as applicable |
| Vesting | Minimum one-year cliff under the rules; schedules are design choices after that |
| Tax | Perquisite at exercise, capital gains at sale — computed per event |
| Register | Grants, vesting, exercises and lapses tracked continuously |
Deliverables
The scheme document, resolutions and filings, grant letter templates and executed letters, the ESOP register, and the employee FAQ pack.
Information and documents generally required
Cap table, board/shareholder details, list of proposed grantees with grant sizes, and the company's hiring/retention intent for design.
Engagement process
Client responsibilities, assumptions and reliance
Design choices (who gets what, on what vesting) are the founders'; the engagement makes them legal, recorded and administrable. Promised-but-unpapered history must be disclosed to be cured.
Scope exclusions
Trust-route ESOP structures and listed-company SEBI regimes are outside this scope; valuation reports are issued under the valuation engagement.
Frequently asked questions
Pool of what size?
A design question answered against your hiring plan and the round's expectations — typical early-stage pools run high single digits to mid-teens percent, but the right answer is the one your plan justifies, not the fashion.
Can we grant to consultants and advisors?
The statutory ESOP route is employee/director-centric with exclusions (notably promoters in most private setups); advisor arrangements often need different instruments. The design step maps who can legally get what.
What happens when someone leaves?
Whatever the scheme says — which is why leaver clauses (good/bad leaver, exercise windows, lapse) are drafted deliberately now, not litigated later.
When do employees actually pay tax?
At exercise (perquisite through payroll) and again on sale (capital gains) — with a deferral regime available to eligible startups. Each event is computed before it lands.
The applicable scope, documentation, professional responsibilities and timelines are agreed in an engagement letter before commencement.
ESOP ValuationCap Table ManagementAllotment & ROC FilingsRequest a Scope DiscussionThis page describes the service in general terms as on 6 August 2026 and is not professional advice or an assurance of any outcome. Registrations, filings, refunds and departmental outcomes depend on facts and the concerned authority. Figures and due dates change; verify current positions before acting.
| Compliance | Due | Note |
|---|---|---|
| FLA return (RBI) | 15 July (annual) | All entities with FDI/ODI on books |
| FC-GPR | 30 days from allotment | For fresh foreign investment |
| Valuation report (Rule 11UA / FEMA) | Before issue price is fixed | Method and valuer depend on route |
| ESOP: board/valuation/PAS-3 chain | Event-based | Perquisite TDS on exercise |
| DPIIT recognition | Anytime (before benefits) | Needed for 80-IAC and angel-tax relief |
Dates as generally applicable on 15 July 2026; extensions/notifications can change them — confirm current dates before relying.