ESOP1 min read162 words
ESOP in a Polish limited company: options, warrants or shares?
Incentive plans in a Polish limited company (sp. z o.o.) can be done several ways. Each has different tax consequences and a different impact on the ownership structure.
Incentive plans in a Polish limited company (sp. z o.o.) can be done several ways. Each has different tax consequences and a different impact on the ownership structure.
An ESOP isn’t a single product but a family of solutions. The choice of model depends on the company’s stage, the round plans and how much you care about minimising the tax burden for the team.
Three models
- Share options — the right to take up shares in the future on agreed terms
- Warrants (subscription warrants) — an instrument giving the right to take up shares
- Direct shares with vesting — the employee becomes a shareholder right away, with a buy-back mechanism
Each affects differently the moment a tax obligation arises, the dilution of founders and the complexity of the ownership structure.
The most common mistake is copying a template from another company without checking whether the model fits your stage and plans. An ESOP that works well at seed can be costly at Series A.
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