Employee Share Option Scheme Setup

Employee share options, done properly — for companies that do not qualify for KEEP

Not every Irish company qualifies for the Revenue-approved KEEP scheme. Professional services firms, larger companies, and companies in excluded trades all need an alternative. An unapproved share option scheme still offers strong recruitment and retention benefits — provided it is set up cleanly, with the tax consequences understood by both employer and employee.

Add to cart — €295 fixed fee

What is included

• Review of your corporate structure and option strategy
• Drafting of the unapproved option scheme rules
• Individual option agreements for each participant
• Board and shareholder resolutions to adopt the scheme
• Template exercise and leaver provisions
• Employee communications pack explaining the tax treatment
• Administration instructions

Who this is for

Irish companies that do not qualify for KEEP (too large, excluded trade, excluded participant, or no Revenue approval needed) and want to grant equity incentives to employees or advisors. Also used as a bridge scheme where KEEP eligibility is uncertain or a narrow subset of participants falls outside KEEP.

Process and turnaround

1. Purchase — €295 fixed fee.
2. Strategy form — scheme size, vesting, exercise terms, participants.
3. Drafting — 10 working days.
4. Review call — walk-through with founder / HR lead.
5. Adoption — board and shareholder resolutions.

Related services

Also consider: KEEP Scheme Setup Ireland, Vesting Agreement Pack, Founder Shareholders Agreement.

Frequently asked questions

What is the tax treatment of unapproved share options in Ireland?

Unapproved options are taxed at the employee’s marginal income tax rate, PRSI and USC on the difference between the market value of the shares and the exercise price, at the time of exercise. This differs from KEEP, where tax is deferred until sale of the shares and taxed at CGT rates (33%). Employers should also be aware of reporting obligations under Form RSS1.

When would I choose unapproved over KEEP?

When your company does not qualify for KEEP — for example, you have over 250 employees, you are in an excluded trade such as financial services or professional services, or you want to grant options to non-employee advisors or contractors. Unapproved schemes are also used where the tax disadvantage is outweighed by the flexibility.

Can I grant options to advisors and contractors under this scheme?

Yes — unapproved schemes have no employee-status requirement, so they are commonly used for startup advisors, non-executive directors, and specialist contractors. KEEP, by contrast, is restricted to qualifying employees and working directors.

How much does it cost?

Fixed fee of €295 for the scheme setup. Subsequent individual option grants after the scheme is in place can be done on a per-grant basis — contact us for a quote on ongoing administration.

What is Form RSS1?

Form RSS1 is the Revenue annual return of share-based remuneration. Irish employers granting share options (approved or unapproved) must file RSS1 annually. The scheme setup includes instructions for meeting this obligation.

Can we switch from unapproved to KEEP later?

If your company’s circumstances change and KEEP becomes available, future grants can use KEEP while existing unapproved options continue under their original terms. We can advise on the transition as a separate piece of work.

Add to cart — €295 fixed fee