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The US federal tax laws do not generally address the level of approval required for equity awards, but the tax rules that govern the qualification of so-called incentive stock options require that the options be granted under a shareholder-approved plan.
Failure to get board approval Let's start with an obvious one that founders routinely miss in the early days: Stock option grants must be approved by the board. If the board doesn't approve (either at a board meeting or by unanimous written consent), the stock options haven't actually been granted.
Once you have a plan in place, you can simply make amendments to increase the number of shares in the option pool on an as-needed basis. The initial plan and any expansions must be approved by your board of directors and then by shareholders.
A stock option plan must be adopted by the company's directors and, in some cases, approved by the company's shareholders.
Stock option grants are how your company awards stock options. This document usually includes details about: The type of stock options you'll receive (ISOs or NSOs) The number of shares you can purchase. Your strike price.
There are many requirements on using ISOs. First, the employee must not sell the stock until after two years from the date of receiving the options, and they must hold the stock for at least a year after exercising the option like other capital gains. Secondly, the stock option must last ten years.
Corporate actions include stock splits, dividends, mergers and acquisitions, rights issues and spin-offs. All of these are major decisions that typically need to be approved by the company's board of directors and authorized by its shareholders.