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Board Resolution: Employee Stock Option Plan (ESOP)

Approve an ESOP scheme at a board meeting and recommend it to members for approval by special resolution.

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Board Resolutions · Free, no sign-up · Downloads as an editable Word (.doc) file

What it is

An unlisted company issues stock options to employees under Section 62(1)(b) of the Companies Act, 2013 and Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014. The board approves the scheme and the key terms, the total options, exercise price, vesting period and cliff, exercise period and eligible employees, and recommends it to the members, who approve it by special resolution with the disclosures required by Rule 12(2).

When it is used

  • Adopting a new ESOP plan.
  • Increasing the ESOP pool.
  • Before granting options promised in offer letters.

What the template covers

  • Company name, CIN and meeting details
  • Name of the plan and total options
  • Exercise price and face value
  • Vesting period, cliff and exercise period
  • Compensation committee, where formed
  • Eligible employees and recommendation to members

Details you will need

The generator asks for the following. Fields marked with an asterisk in the form are required; the rest can be left blank and filled in later in Word.

Company

Company Name; CIN; Registered Office

Meeting

Board Meeting Date; Place

ESOP Plan

ESOP Plan Name; Total Options under Plan; Exercise Price per Option (₹); Face Value per Share (₹); Vesting Period (months); Cliff Period (months); Exercise Period (months after vesting); ESOP / Compensation Committee members (optional)

Eligibility

Eligible Employees

Authentication

Chairman Name; Chairman DIN

The minimum vesting period is one year. Promoters and directors holding more than 10% are generally not eligible, except in DPIIT-recognised start-ups for the period allowed. The special resolution is filed with the ROC in Form MGT-14 within 30 days, and the company keeps a register in Form SH-6. Listed companies follow SEBI regulations.

Generate the BR — Employee Stock Option Plan (ESOP)

Fill in the form and download the draft as a Word file. It is a general template, not legal or professional advice; have it reviewed for your facts before you sign or rely on it.

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Need this checked against your facts, or the registration or filing that follows (e.g. the related MCA e-form)? Contact SKAG and Associates

Employee Stock Option Plan (ESOP Scheme Document) Full ESOP scheme for an unlisted private or public company under Section 62(1)(b) of the Companies Act, 2013 and Rule 12 of the Share Capital and Debentures Rules: eligibility (with the DPIIT start-up relaxation), pool size, vesting schedule with the 1-year minimum, exercise price and period, leaver and death / incapacity rules, change of control, tax on exercise, personal data, SH-6 register and the Rule 12(2) explanatory-statement disclosures. MGT-14 — Filing of Resolution / Agreement Filing of Special / Board Resolution under Section 117 of Companies Act 2013 within 30 days — cover details for Form MGT-14. Shareholders' Agreement (Private Company) Agreement among the shareholders of a private limited company and the company: shareholding, board nomination and quorum, reserved matters, lock-in, right of first refusal, tag-along, drag-along, pre-emption, information rights, non-compete, deadlock, events of default and exit, with the obligation to amend the Articles under Section 14 of the Companies Act, 2013. BR — Allotment of Shares Board resolution for allotment of equity shares under Section 42 (private placement) or Section 62 (rights issue) — references PAS-3.

Frequently asked questions

Does an ESOP need shareholder approval?

Yes, by special resolution, after the board approves and recommends it.

What is the minimum vesting period?

One year from the grant date.

Is MGT-14 required for an ESOP resolution?

Yes, the special resolution is filed in MGT-14 within 30 days.

This page gives general information for reference only. Laws, stamp duty rates and filing requirements change and differ between States, so confirm the current position for your case. Related: all document templates · free tax calculators · compliance calendar and guides.

Published by SKAG and Associates, Chartered Accountants, New Delhi · Proprietor CA Gaurav Singh (ICAI M.No. 539050). General information only, not professional advice.

Last updated: 30 October 2026

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