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.

What’s included

• Editable Word template written for use in Ireland
• Plain-English guidance notes explaining each section
• Completion checklist
• Delivered by email after payment — you fill it in yourself

Not included: legal advice, tailoring, review, witnessing or filing.

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.

How it works

1. Pay the price shown on this page by card.
2. The template, guidance notes and checklist are emailed to you.
3. Complete the template yourself using the guidance notes.
4. If you want your completed document checked, ask a solicitor of your choice — you can find one through the Law Society of Ireland’s Find a Solicitor directory.

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?

The price of this self-complete template is shown at the top of this page. You pay once and there are no further charges from us. The price covers the template and guidance notes only — it does not include legal advice or review by a solicitor.

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.