Equity is supposed to make your people rich when the company does well. In practice most plans quietly fail: founders find they cannot take ESOPs, consultants get options they were never allowed to receive, and employees end up holding shares they cannot sell.
We help you pick the right tool: ESOPs, RSUs, SARs, phantom stock or sweat equity: for what you actually want, write the plan so it works with your shareholder agreement, and handle the parts most people miss: who is allowed to receive equity, the tax at every stage, and how shares finally turn into real money.
Design and Structuring
Capital Structuring for Incentive Plans
Getting the underlying capital structure into shape before any plan is implemented: share class architecture, authorised versus issued capital, pre-plan equity reorganisation and the Articles of Association amendments required under UAE commercial companies law.
Choosing the Right Instrument
Selecting between ESOPs, SARs, phantom plans and RSUs based on ownership profile, listed or private status and acceptable complexity: including founder and promoter realignment as businesses scale ahead of funding rounds, acquisitions or listings.
Tax and Cross-Border
Tax and Corporate Tax Considerations
Share-based compensation costs are deductible for UAE corporate tax, but the timing and quantum depend on how the plan is structured and documented: and for equity from an overseas parent, the parent’s home-jurisdiction obligations still need to be addressed.
Cross-Border Plans
Extending a parent’s equity plan to UAE employees, addressing FEMA compliance and RBI approval for Indian parents, recharge and transfer pricing arrangements between parent and subsidiary, and the treatment of unvested awards on termination or restructuring.
Compliance and Exit
UAE Employment Law and Regulatory Compliance
Plan documentation carries more weight where Labour Law does not comprehensively regulate equity compensation: the treatment of unvested awards on termination, the interaction with end-of-service gratuity, and DIFC, ADGM and SCA requirements all need addressing.
Exit and Liquidity Management
Advance planning for participant exits in private companies: buyback mechanisms, tag-along and drag-along provisions, secondary sale processes, and the treatment of vested and unvested awards in an acquisition, merger or IPO, including lock-ups and vesting acceleration.
How We Work
We work across Indian and UAE regulatory frameworks and coordinate with advisors in other jurisdictions where the plan requires it, structuring promoter exits and stake realignments separately from employee plans but sequenced carefully to avoid dilution conflicts.