KEEP Scheme Setup Ireland

Retain your best employees with tax-efficient share options

KEEP is the Irish government’s flagship tax-advantaged share option scheme for SMEs. Used correctly, it turns share options from a high-tax liability into a genuine retention tool — employees are taxed at CGT rates (33%) on sale rather than income tax rates (up to 52%) on exercise. Used incorrectly, options lose KEEP status and the tax advantage evaporates.

Add to cart — €395 fixed fee

What is included

• Full KEEP eligibility review for your company and the proposed participants
• Drafting of the KEEP share option scheme rules
• Individual KEEP option agreements for each qualifying employee
• Board and shareholder resolutions to adopt the scheme
• Revenue KEEP scheme notification
• Exercise, vesting, leaver and good-leaver / bad-leaver provisions
• Administration instructions and a calendar for annual KEEP1 filings
• One round of revisions

Who this is for

Irish SMEs (under 250 employees, turnover under €50m) that want to grant tax-advantaged share options to key employees or working directors. Typical users are scaling startups, early-revenue tech companies, and owner-managed SMEs preparing for growth.

Process and turnaround

1. Purchase — €395 fixed fee.
2. Eligibility questionnaire — we confirm company and participant eligibility before drafting.
3. Drafting — scheme rules, option agreements, resolutions, within 10-14 working days.
4. Review call — walk-through video call with the founder or director driving the process.
5. Adoption + filing — board and shareholder resolutions, then Revenue notification.

Related services

Also consider: Founder Shareholders Agreement, Standard Shareholder Agreement, Annual Company Compliance Pack.

Frequently asked questions

What is the KEEP scheme in Ireland?

The Key Employee Engagement Programme (KEEP) is an Irish Revenue-approved share option scheme for qualifying small and medium-sized enterprises. It allows an employer to grant share options to qualifying employees that, when exercised and sold, are taxed at the 33% capital gains rate rather than income tax rates of up to 52%, PRSI and USC — a substantial saving for employees and a powerful recruitment and retention tool for Irish SMEs.

Does my company qualify for KEEP?

Your company must be an Irish-resident, unquoted trading company that is an SME (fewer than 250 employees, turnover under €50m or balance sheet under €43m), not carrying on certain excluded trades (such as property development, financial services, or professional services), and the options must be granted to qualifying full-time employees or directors. We screen your eligibility as step one of the package.

What does the KEEP Scheme Setup include?

The package includes: eligibility review, drafting of the KEEP share option scheme rules, individual option agreements for each qualifying employee, board and shareholder resolutions to adopt the scheme, the required notification to Revenue, and a full set of instructions for ongoing administration and the annual KEEP1 filing.

How much does it cost to set up a KEEP scheme in Ireland?

Our fixed fee for KEEP scheme setup is €395, which covers the legal drafting, resolutions, Revenue notification, and instructions for administration. Valuation of the underlying shares is a separate specialist step — we can refer you to a tax valuer or you can use your existing accountant.

How long does it take?

Typical turnaround is 10 to 14 working days from receipt of your completed information form. Revenue notification is made promptly once the scheme is adopted by the board and shareholders.

What is the difference between KEEP and an unapproved share option scheme?

Unapproved (non-KEEP) share options are taxed at full income tax rates (up to 52%) on exercise, which often makes them unattractive for early-stage employees. KEEP defers tax until sale of the shares and taxes the gain at CGT rates. The trade-off is that KEEP has strict qualifying conditions; unapproved schemes have none.

Can founders grant themselves KEEP options?

No. KEEP is for qualifying employees and working directors who do not hold more than 15% of the ordinary share capital. Founders with larger stakes cannot be participants. For founder-level equity, a founder shareholders agreement with vesting is typically the right tool.

What happens if we miss the Revenue notification deadline?

Missing the statutory notification window means the options lose their KEEP tax treatment and default back to income-tax treatment. This is one of the most common mistakes Irish SMEs make. Our package includes the notification as standard and gives you a tracked calendar for future KEEP1 annual filings.

Add to cart — €395 fixed fee