CONTENT
course content
Dates and times
09/06/2026 15:00 - 18:15
11/06/2026 15:00 - 18:15
16/06/2026 15:00 - 18:15
18/06/2026 15:00 - 18:15
Course content
Module 1 – Why Share Schemes for Private Companies
- The strategic role of employee share schemes in Cyprus SMEs and growth companies.
- Retention and motivation compared with salary and bonus alternatives.
- Overview of scheme types suitable for private Ltds: Share option plans (fixed exercise price, time-based or performance-based vesting - Restricted shares with forfeiture on leaving - Growth shares with hurdle values - Phantom share arrangements (cash-settled).
- The Cyprus Reality
Module 2 – Corporate Law Backbone under Cap. 113
- Articles of Association review: what must exist before granting options.
- Authority to allot shares: board versus shareholder approvals.
- Authorised share capital and steps to increase it.
- Capital maintenance rules in relation to these schemes
- Private company member limit how this interacts with these schemes
- Pre-emption in private companies: contractual rights in Articles or shareholders’ agreements, methods of waiver.
- Practical drafting of ordinary and special resolutions.
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Module 3 – Financial Assistance and Employee Trusts
- Section 53 Cap. 113- Lawful loans to employees for acquisition of fully paid shares.
- Using a trustee structure to hold shares on behalf of employees.
- Drafting board papers and resolutions to justify financial assistance within the exception.
- Risks if resolutions are incomplete or improperly minuted
Module 4 - Employment Law Interaction and Leaver Design
- Are share options part of remuneration under Cyprus law.
- Effect of redundancy, resignation, dismissal, retirement on vested and unvested awards.
- Good leaver and bad leaver definitions in contracts and scheme rules.
- Proportionality and fairness to avoid challenges.
- Contractual enforceability: how Cap. 149 applies to option agreements.
- Case study: sample leaver dispute and how the outcome depends on drafting
Module 5 – Structuring Vesting, Transfers, and Control Rights
- Vesting structures: time-based, milestone-based, performance-linked.
- Lock-ins, restrictions on transfers, and how to embed them in Articles.
- Treatment of employee shares in drag-along and tag-along scenarios.
- Ensuring minority employees cannot block exits.
- Exit provisions: treatment of shares on sale, merger, or liquidation in a private Ltd context
Module 6 – Drafting the Documents and Filings
- Core plan rules: eligibility, grant process, vesting, exercise, termination, amendment.
- Individual grant or option agreements: award size, price, vesting, posttermination exercise.
- Aligning Articles with plan rules: mandatory transfer clauses, creation of new share classes if needed.
- Resolutions: increasing share capital, approving the scheme, granting options.
- Filings: HE12 Return of Allotment, updating registers, issuing share certificates.
- Maintaining auditready records
Module 7 – Valuation and Pricing Mechanics
- Setting exercise prices: nominal value requirement, market value, independent expert valuation.
- Buy-back pricing on exit or leaving: formula versus fair value determination.
- Role of auditors or independent valuers.
- Avoiding penalty clauses and unconscionable discounts.
- Drafting valuation clauses that withstand challenge.
- Worked examples: good leaver vs bad leaver pricing
Module 8 – Practical Tax and Payroll Touchpoints
- Income Tax Law framework: grant not taxed, exercise as the taxable event.
- Calculation of taxable benefit: market value minus exercise price.
- Employer obligations: PAYE withholding, social insurance, IR7 reporting.
- Cashless exercise and sell-to-cover arrangements.
- Post-exercise treatment: dividends (SDC vs Non-Dom exemption), no Cyprus capital gains tax except real-estate-linked companies.
- Brief note on IFRS 2 for awareness
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suitable for
- Lawyers
- Corporate administrators
- Accountants
- HR and finance managers
- Founders, Directors and Managers of Cyprus private companies
- Directors and Partners
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