Income Tax and FEMA Implications for Receiving Equity Stake in a UK Company as CTO

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Ani L (Querist)
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30 August 2025 Dear Experts,

One of my clients has recently incorporated a company in the UK and has offered me a full-time role as CTO. As part of the arrangement, I will be receiving :

15% equity stake upfront at no cost
Additional 10% equity over the next 3 years (vesting monthly, i.e., ~1% every quarter)

The purpose of this structure is to retain me and leverage my expertise and name.

Currently, there is no investment required from my side. The plan is that once we build a prototype, the company will look to raise funds.

I have the following queries:

Income Tax:
How do I disclose this in my Indian income tax return since I am receiving equity in a foreign company at no cost?

Will this be taxed as perquisite income (similar to ESOP) or only when I sell the shares?

Is there any requirement to declare it under the Schedule FA (Foreign Assets) of the ITR?

FEMA Compliance:

What FEMA rules apply when an Indian resident is allotted shares in a UK private limited company without consideration?

Do I need to file any intimation with RBI under LRS or any other FEMA regulation?

Future Funding:

Once the company raises funds abroad, will there be any additional compliance for me in India as a shareholder?

I want to ensure 100% compliance with both Income Tax and FEMA regulations from the beginning. Request guidance from the community on the correct approach.

Thanks in advance for your valuable inputs.

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