Fast to deploy. Contractor-inclusive. No cap-table impact.
A phantom share plan is a purely contractual arrangement. The employee or contractor receives a financial right that tracks the economic value of a defined number of shares — without becoming a shareholder. When a specified trigger event occurs (typically a company sale or a defined profit target), the beneficiary receives a cash payment equal to the value of their phantom holding.
Because no shares change hands, phantom schemes require no changes to the articles of association, no notarial deed, no shareholder consent, and no entry in the commercial register. They can be tailored individually and extended to contractors and advisors — categories the new qualified option regime explicitly excludes.
The tax treatment mirrors a cash bonus: income is recognised at the moment of payment and is subject to personal income tax as employment income (or business income for contractors), plus social and health insurance levies. For employees, the effective tax burden is materially higher than under qualified options. But for companies that need to move quickly, include a mixed workforce, or prefer to keep the ownership structure clean, phantom shares remain the tool of choice.
Managing Partner · ESOP & Equity Compensation
Tomáš has built ESOPs for Czech startups, scale-ups, and mature companies across every model that works: phantom, qualified options under the new § 6a ZDP regime, and real equity. 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) to every plan he drafts.
Practical reading from the partner desk — what we wish every client had read before the first meeting.