Employee Stock Ownership Plan - ESOP Services - MUDS (2024)

Constitution of Trust

Formation of ESOP Plan

Indentification & Appraisal of Eligible Employees

Valuation of Company

Creation of ESOP pool

Documentation & Granting of ESOPs

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    ESOP Valuation

    ESOP Trust Formation

    ESOP Issuance

    What are ESOP?

    Employee Stock Ownership Plan or popularly known as ESOP, is a qualified and well defined plan meant to benefit both employee and employer, in which a employee primarily invest in the stock of the sponsoring company.

    The primary aim of the ESOP is used to maintain the focus of the employees on the company’s performance and to contribute more and more in share price appreciation. By giving employees an interest in company’s performance, a company believes it would encourage participants to give their best for the company and its shareholders , as they themselves are shareholders now.

    How does ESOP works?

    A company is which employee is working gives an opportunity to that employee to buy a pre-fixed number of shares of the company at a price which is lower than the market value and vest it after certain number of years, known as option period.

    What does ‘Grant’ and ‘Vesting’ of the ESOP option mean?

    Grant of the ESOP refers to the commitment that an employer makes by informing the employee of the eligibility of the available options. Vesting of the ESOP means giving right to the employee to own share over the period of the time.

    Document Required

    Documents Requirement For ESOP Allotment

    Advance notice of the Board Meeting to the stock exchange where security is listed (only in case of listed companies)

    Minutes of Board meeting

    Special Resolution approving ESOP along with explanatory statement

    Minutes of General Meeting

    Reports of the Board

    PAS-3

    MGT-14

    Registration of Employee Stock Option Plan

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      Tax Benefit under Section 12A – to NGO

      Although each company has its own purpose of issuing ESOP , certain employees are not permitted under the scheme:

      Promotor or the one who belongs to the promoter group

      Any director, either himself or any of his relatives , if he holds more than 10% of the outstanding equity shares under his name.

      What are the various option plan available for the Employees?

      Although they are many plans available , few prominent ones are :

      ESOS ( Employee Stock Option Scheme)

      ISO(Incentive Stock Option)

      SARs(Stock Appreciation Rights)

      RSA( Restricted Stock Award)

      RSU( Restricted Stock Unit)

      The selection criteria would depend entirely upon what is object with which ESOP plan is being implemented . For an instance, if the objective of the company is to reduce attrition rate, they would keep vesting period longer than normal.

      What are the legal compliance to be taken care for implementing of ESOP scheme?

      Even the smallest thing in a company has some laws to be followed, same goes for ESOP scheme. The legal compliance to be taken care of while implementation of ESOP scheme are:

      SEBI( ESOP Guidelines)

      Companies Act

      Income Tax Act

      Accounting Guidelines(ICAI,IFRS,US GAAP)

      FEMA

      Alternately Call our Legal Expert Now For Free Consultation at 09599653306

      Frequently Asked Questions on Employee Stock Ownership Plan or ESOP

      Are The Options Valid For Lifetime Or For A Certain Period?

      No Options are not for lifetime. Either when an employee is terminated or on the expiry of the exercise period, Option lapse depending on the conditions mentioned by the employer. Once an Option is lapsed , it cannot be converted to the shares.

      Are ESOP Transferable To Any Third Party By The Employee?

      ESOPs are not shares in itself. Therefore, they cannot be transferred but once they are converted to the shares, an employee can freely transfer them subjected to terms and conditions stated by the company.

      What Would Happen If The Holder Of ESOP Dies Before Vesting Of The Options?

      In case the holder of ESOP dies before lapsing of the option, they vest in his/her legal heir or nominee.

      Compare your Options

      ESOP Sweat Equity Phantom Shares
      Mode of Consideration Cash Cash/ Cash+IPR’s/Fully non cash Cash/Equivalent number of shares
      Lock In Period Not Specified 3 years Not Specified
      Pricing Guidelines Not Defined Defined Not Defined
      Separate Register Requirement Not to be maintained To be maintained Not to be maintained
      Restriction on percentage issued of by Unlisted Companies No such restriction Not more than 15% without approval No such restriction
      Eligibility Criteria Cannot be issued to promoter or those belonging to that group Can be issued to Employees, Directors and Officers of the company. Employees, Directors, Third Party Vendors

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      FAQs

      What is an ESOP employee stock ownership plan? ›

      An ESOP is an employee benefit plan that enables employees to own part or all of the company they work for. at fair market value (unless there's a public market for the shares). So, the employee receives the value of his or her shares from the trust, usually in the form of cash.

      Is ESOP good or bad? ›

      The most effective ESOP companies are "open book," but it is their choice to do that. "ESOPs are too risky for employees": Since the company funds the ESOP, employees are not risking their own money, and having an ESOP does not preclude the company from having a 401(k) plan or any other kind of retirement plan.

      What are the disadvantages of ESOP? ›

      What are disadvantage of ESOP for the company? ESOP could become an obligation for the company over time. These kinds of shares do not have option premium and only compensation that company gets is in terms of increased liquidity of its venture and savings in some taxes.

      Does an ESOP file a tax return? ›

      Form 1099-R is filed for participants receiving distributions of $10 or more from retirement plans or profit-sharing plans, individual retirement arrangements (IRAs), annuities, pensions, death benefit and disability payments made from a retirement plan, and distributions or 404(k) dividends from an Employee Stock ...

      Can I cash out my ESOP? ›

      CAN I WITHDRAW CASH FROM MY ESOP ACCOUNT WHILE EMPLOYED? YES, if you are at least 55 years old and 10 years in the ESOP or at age 65 if approved by the Company.

      What are the pros and cons of an ESOP? ›

      It's worth internalizing these pros and cons if you're considering an employee stock ownership plan for your closely-held company.
      • PRO: Sellers are Paid Fair Market Value (FMV) ...
      • CON: ESOPs Cannot Offer More than FMV. ...
      • PRO: An Employee Trust is a Known Buyer. ...
      • CON: An ESOP Transaction Process is Highly Structured.
      Jul 19, 2021

      Who benefits from ESOPs the most? ›

      ESOPs offer higher job satisfaction.

      According to recent research by the National Center for Employee Ownership, employee-owners are more likely to have higher wages, receive larger retirement benefits and are less likely to lose their job during a downturn than their peers at non-ESOP companies.

      What is one major problem of employee stock ownership plans? ›

      Equity and Debt of the Company

      ESOPs can impact the cost of equity capital of a company as they often issue new stocks for ESOP, increasing the number of outstanding shares. As a result, it dilutes the existing shareholders' ownership stake and impacts the company's overall market capitalisation.

      How does an ESOP work in Canada? ›

      An Employee Stock Option Plan (ESOP) allows employees to own a piece of the company in the future and benefit from its growth. Startups use ESOPs to attract and retain talented employees and manage the vesting of options over time.

      Do you lose ESOP if you quit? ›

      If you are not 100% vested in employer contributions to your account when you quit, you will only lose (forfeit) the percentage you have not vested in. So if you are 50% vested, you will lose 50%. Note: participants must become 100% vested upon reaching retirement age or if the plan is terminated.

      What is the average ESOP payout? ›

      In 2018, Employee Stock Ownership Plans Distributed a total of $126.7 billion. An estimated $1.37 trillion in value is held by ESOPs in the US, that's an average of $129,521 per employee owner.

      Why do companies go to ESOP? ›

      ESOPs give the sponsoring company—the selling shareholder—and participants various tax benefits, making them qualified plans, and are often used by employers as a corporate finance strategy to align the interests of their employees with those of their shareholders.

      What is the ESOP 30% rule? ›

      Defer Taxes

      One, the ESOP must own at least 30% of most outstanding shares. Two, as the seller you must roll over money equal to the sale proceeds into certain securities, such as stocks and bonds from U.S. companies. The rollover must occur between three and 12 months after selling ESOP stock.

      How do I cash out my ESOP after I quit? ›

      After the employee terminates, the company can make the distribution in shares, cash, or some of both. Cash is paid to the employee directly. Often, company shares are immediately repurchased by the ESOP, and the employee receives cash equivalent to fair market value as determined by the most recent annual valuation.

      What is the penalty for cashing out an ESOP? ›

      Tax Advantages

      ESOP are taxed upon an employee taking distributions. Distributions taken by the employees under age 59½ are considered early withdrawals and would be subject to IRS mandated taxes, along with an early penalty tax of 10%.

      Are ESOPs good for employees? ›

      ESOPs offer higher job satisfaction.

      Employee-owned companies tend to offer higher job satisfaction because employees feel a stronger sense of motivation when they have a voice in shaping company success.

      What are the benefits of an ESOP? ›

      ESOPs can reward long-time employees, provide business continuity, retain a role for the owner and provide liquidity to the owner — potentially with tax advantages for all parties. The SECURE 2.0 legislation contains provisions that might increase the appeal of an ESOP.

      Why would an owner do an ESOP? ›

      Selling shares in a privately held company to an ESOP allows a business owner to diversify their wealth and lower their financial risk. There are also some tax advantages to using an ESOP, as payments to the ESOP to buy stock can be tax deductible. That makes it easier to sell to an ESOP from a cash flow standpoint.

      What is the difference between ESOP and employee stock purchase plan? ›

      ESPPs allow employees to buy shares of stock at a discounted rate, while ESOPs offer stock or shares at no cost. Here is an explanation of both plans and the key differences. You can talk to a financial advisor to better understand how your participation impacts your long-term financial goals.

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