In today’s day and age, the way employees get compensated has changed. Businesses now attract and retain talent by offering ESOPs. These plans also make employees stakeholders in the company, thereby ensuring they have a vested interest in seeing the company grow and thrive.

So, what are ESOPs, and how do they work? Let’s understand this in detail.

• The full form of ‘ESOP’ is the Employee Stock Ownership Plan.
• Companies offer ESOPs to employees as a form of incentive to remain with the organisation and work towards growth and mutual success.
• This employee benefit plan provides employees ownership interest in the organisation in the form of shares of stock.
• ESOPs also make employees feel more wanted and appreciated and are intended to compensate them for their hard work.
• Subject to specific conditions, these plans give employees the right to purchase shares in the business at a pre-determined price.

ESOP’s full form is the Employee Stock Ownership Plan, an employee benefit plan aimed to compensate workers beyond their basic wage packages and give them an ownership interest in the organisation. ESOPs are typically issued as direct stock, profit-sharing plans, or bonuses, while the employer is solely responsible for deciding who can avail of these options.

After knowing what ESOP is, you must also learn how it works, the costs involved, and how ESOPs are taxed in the country.

Primarily employed by start-ups to attract and retain talent, ESOPs instil a sense of ownership and loyalty among the employees. The Employee Stock Ownership Plan gives employees the right to buy company shares at a pre-set price prior to the exercise date, opening a path to ownership under certain conditions.

That said, before issuing ESOPs, employers must follow specific steps and adhere to compliance requirements as outlined under the Companies Act of 2013.

Employers can choose the number of shares they would like to offer under ESOPs, along with their price and the employees who will receive ESOPs. Afterwards, they are granted to the chosen employees, and a grant date is provided. After this, ESOPs remain in a trust fund for a certain period, which is called the vesting period. The caveat here is that the employees who are granted ESOPs must stay with the company for the vesting period to avail of the stock ownership by exercising the ESOP.

After the expiration of the vesting period (called the vesting date), employees have the right to exercise their ESOPs and purchase company shares at pre-determined prices, which are often lower than the market value. Furthermore, employees who are granted ESOPs can sell their shares to make profits. However, in the event that the employee leaves the company or takes up retirement prior to the end of the vesting period, the organisation must purchase the ESOP back at a fair market value within a 60-day period.

While you now know what ESOPs are, you must also familiarise yourself with the costs involved. The initial costs of ESOPs in India can involve legal fees, accounting charges, and administrative costs. However, the cost of creating and maintaining an ESOP can differ, depending on the plan’s size and complexity.

At the time of exercising their stock option to acquire shares, the employee can either sell them right away or hold them to profit from potential appreciation. If the shares are sold, they will receive the proceeds minus taxes on the gains. On the other hand, if they keep the shares, they will receive a stake in the company and can benefit from dividends or capital gains if there is an increase in the stock prices.

Let us now take a look at the benefits of ESOPs for both employers and employees.

Another important question pertains to the tax implications of ESOPs. Simply put, ESOPs come with dual tax implications.

• When the employee exercises their right to buy the company’s shares
• When the employee decides to sell their shares after purchasing them
   

1. Tax implications when purchasing the shares

As already mentioned, employees have the right to purchase shares post-vesting date, and this price is far lower than the share’s Fair Market Value (FMV) on that particular date. This difference in the price between the fair market value and the share’s exercise price is taxed according to the employee’s income tax slab rate.

Let us consider an example. Employee ‘X’ purchased 2000 shares at an exercise price of Rs. 50, while its FMV is Rs. 100. In this instance, the difference (perquisite value) is Rs. (100-50)*2000, which is Rs. 1 lakh. Assuming the employee falls in the upper end of the tax slab (30%), the tax payable will be 30% of Rs. 1 lakh, which is Rs. 30,000.

That said, the government has relaxed the tax implications for start-ups. Employees working in start-ups don’t have to pay taxes on the perquisite value in the year when they exercise the ESOP. Instead, the tax deducted at source (TDS) on ESOPs would be deferred to the following situations, whichever happens first:

• The completion of 5 years from the ESOP grant date
• Date of selling the ESOP (by the employee)
• Date when the employee leaves the organisation
   

2. Tax implications when selling the shares

What are the ESOP tax implications when selling the shares? The share’s FMV on the date when the share was exercised and the selling price are considered, and the difference between the two is subject to capital gains tax.

If the shares are sold within 12 months of purchase, they will attract a short-term capital gains tax of 20% (as per UB 2024 amendments). On the other hand, if they are sold after 12 months and the gains exceed Rs. 1.25 lakh, they will attract a long-term capital gains tax of 12.5%.

Let us consider an example. Let us assume the exercise date as July 31, 2023, with a fair market value of Rs. 200 per share. Employee ‘A’ sold 1000 shares on July 29, 2024, with the FMV being 250 per share. The difference is Rs. 50, and the total gains made would be 50*1000, which is Rs. 50,000. This amount will attract an STCG tax of 20%, which results in a tax liability of Rs. 10,000.

If the employee sold their shares in August 2024 at an FMV of Rs. 225 per share, the difference would be Rs. 25 per share. The total gains would be Rs. 25*1000, which is Rs. 25,000. This will not attract any LTCG tax, as the gains are less than the Rs. 1.25 lakh threshold. However, if the FMV in August 2024 was Rs. 350 per share, this would result in gains of (350-200)*1000, which is Rs. 1.5 lakh. From this, Rs. 25,000 would attract an LTCG tax of 12.5%, resulting in a total liability of Rs. 3,125.

ESOPs have been designed to compensate employees for their hard work and loyalty to the company while also incentivising them to remain with the organisation and play an important role in its success. After the vesting period, employees can exercise their ESOPs and buy the shares at a perquisite price and later sell them for a profit. For this reason, they must also know the tax implications and how the gains from selling the shares are taxed.