An employee equity program changes how key people relate to the outcome: they stop administering an assigned remit and start protecting value they hold a share of. It is also one of the few benefits every candidate sees in the posting, and one that separates your offer from competitors bidding on salary alone. That holds for startups, scale-ups, investment funds, funds of funds, family offices, corporates and banks alike.
Someone holding a share in the value of the company decides by what the company will be worth in five years, not by this year’s bonus. Vesting keeps key people through the whole cycle. Leaver mechanics decide what that share is worth on the way out, and that is where most ESOPs break.
A share in future value is an argument that stands up against a materially higher salary. Companies with a working ESOP fill senior roles faster, outbid fewer counter-offers, and put something in the posting that competitors cannot copy overnight.
§ 6a ZDP reclassifies option income from dependent activity (§ 6) to other income (§ 10). Social and health levies fall away and tax is paid on the sale of the shares, out of money the employee has actually received. Not everyone qualifies: a CZK 2.5 bn turnover ceiling, a three-year vesting lock and an employees-only restriction decide it. That is why we design all three models.
Three programs side by side. Pick the one that fits your stage, cap table and workforce — and open the detail with the full mechanics and documentation list. If you are unsure, start with the call: we model the after-tax outcome for your team on the first call.
Fast to deploy. Contractor-inclusive. No cap-table impact.
No tax before cash. No social levies. Real equity. The best deal in Czech ESOP law.
Real ownership, dividend rights, maximum alignment — for companies with the structure to support it.
§ 6a ZDP came into force on 1 January 2026. We were advising on its practical implications before the regulation was finalized — including the notification mechanics, the fair market value methodology, and the vesting continuity questions where the practical approach is still being worked out.
Every ESOP we design survives the due diligence of a Series A or later investor. Option pool sizing, cap table notation, SPV structures, and leaver mechanics are drafted to the standard institutional investors expect at their first data-room review.
We design phantom schemes, qualified option programs, and classic equity or option structures — and we advise on which to use before we bill a single hour of drafting.
Dry tax — the obligation to pay income tax and levies on equity acquired before any liquidity event — has historically undermined many Czech ESOP programs. We design every structure with dry-tax exposure in mind from the first draft.
Qualified options are legally restricted to employees. For startups that rely on contractors, founders, and advisors, we structure phantom programs and hybrid arrangements that deliver comparable economic incentives without violating the statutory perimeter.
From eligibility analysis and plan drafting through notarial steps, tax office notifications, and employee onboarding packs, we handle the full implementation. You do not coordinate between a tax advisor, a notary, and an employment lawyer.
The Income Tax Act was amended to introduce § 6a ZDP. For the first time, employees of qualifying companies can receive real equity through an option program without paying income tax or social/health insurance levies until they actually sell their shares. The regime reclassifies the gain from employment income (§ 6) to other income (§ 10). Before this change, Czech companies had only two realistic choices: phantom shares, or classic options with potentially ruinous dry-tax exposure.
Managing Partner — ESOP & Equity Compensation
Tomáš has built ESOPs for Czech startups, scale-ups and mature companies across every model that works: phantom shares, qualified options under the new § 6a ZDP regime, and real equity or option programs. He teaches Startups and VC Transactions at the Faculty of Law, Charles University in Prague, and brings a dual Czech–US legal background (JUDr., Ph.D. from Charles University; LL.M. from UC Hastings).
