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VSOP employee equity, set up legally sound

We draft your VSOP (virtual stock option plan) documentation: plan document and template individual agreement. Virtual shares without a notary, without diluting voting rights, ready to use in 1 to 2 weeks.

✓

Processed within 24 hours

Set up a VSOP

No notary appointment

Ready to use in 1 to 2 weeks

Complete set of contracts

As seen in

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Start a business

VSOP at a fixed price

We draft your VSOP (virtual stock option plan) documentation: plan document and template individual agreement. Virtual shares without a notary, without diluting voting rights, ready to use in 1 to 2 weeks.

€1,199 fixed price for the complete set of contracts

1 to 2 weeks until ready to sign

0 notary appointments: a VSOP is purely contractual

✓

Processed within 24 hours

Set up a VSOP
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Why Recht 24/7

Formation with a lawyer.At a fixed price.

Drafted by a lawyer

The plan document and template individual agreement are drafted by a salaried lawyer, in line with German employment law and the law on standard terms and conditions.

No notary appointment

The VSOP is purely contractual: no notarization, no register entry, no new shareholders.

Fixed price €1,199

The price is fixed before you book. You then handle further allocations yourself with the template agreement.

What's included

What you get for €1,199

net plus VAT for the complete set of contracts

Plan document (VSOP terms)

Template individual agreement

Feedback round

Answer within 24 hours

Not included: Tax and social security advice on the payout (that is your tax advisor's job) · Negotiations with individual employees or investors · Alignment with existing shareholder and investor agreements · Later changes to the plan (fixed-price quote on request)

✓

Processed within 24 hours

Set up a VSOP
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How it works

It's that simple.

5 steps, all online. We guide you through the entire process.

1

Day 1

You answer our questionnaire: pool size, beneficiaries, vesting preferences and exit definition.

2

Days 2 to 4

We draft the plan document and individual agreement, aligned with your articles of association.

3

Days 5 to 7

Feedback round: you give feedback, we finalize.

4

Week 2

Sign the agreements with your first employees. No notary needed.

5

Result

Your VSOP is in place and ready to use. Every further allocation takes just a signature.

Decision guide

Is this right for you?

A good fit if …

you want to give employees a share in the company's success without giving away real shares: no notary per employee, no voting rights, no shareholder status. Virtual pools of 5% to 15% are common.

Not a good fit if …

employees are to become real shareholders with voting rights and dividends: then you need real share transfers or an ESOP with notarial support. Or if there is no exit or success scenario that the virtual shares can be tied to.

Alternative

Real equity or hybrid models: initial consultation for €169, followed by a fixed-price quote for the right structure.

Learn more

Comparison

VSOP vs. ESOP

In short: the VSOP replicates equity participation economically, without the corporate law machinery. That is why it is the standard model at German GmbH startups.

Legal nature

VSOP (virtual shares)contractual agreement: payment claim in the event of an exit
ESOP (real options/shares)corporate law option on real shares

Notary

VSOP (virtual shares)not required
ESOP (real options/shares)required on exercise (GmbH shares)

Voting rights, information rights

VSOP (virtual shares)none
ESOP (real options/shares)yes, from acquisition of the shares

Cap table

VSOP (virtual shares)stays clean, just one virtual pool
ESOP (real options/shares)becomes more complex with every exercise

Administrative effort

VSOP (virtual shares)1 plan document + 1 agreement per employee
ESOP (real options/shares)resolutions, notarizations, lists of shareholders

Taxation of the employee

VSOP (virtual shares)only on payout, then as employment income (details from your tax advisor)
ESOP (real options/shares)earlier depending on the structure, § 19a EStG can help (details from your tax advisor)

Prevalence at German startups

VSOP (virtual shares)standard
ESOP (real options/shares)less common, mostly in larger rounds

Why Recht 24/7

One law firm. No middlemen.

Our lawyers are employed by us, not brokered. Since 2003.

Lawyer Christina Schröder, founder and managing director of Recht 24/7

Lawyer Christina Schröder

founder and managing director of Recht 24/7

Formation by a lawyer

Articles of association, statutes and the register filing are drafted by a lawyer: no generator, no template.

Fixed price incl. advice

Formation advice on your order is included in the price, with no hourly rate.

Documents within 24 hours

You get all formation documents within 24 hours. We help you schedule your notary appointment near you.

Insured up to €2.5 million

Professional liability insurance with HDI. For every matter, without exception.

✓

Processed within 24 hours

Set up a VSOP
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Clients since 2003

60,000+

supported on all legal matters.

Client rating

4.9/5

from 677 Trusted Shops reviews.

Insured amount

€2.5M

Professional liability cover for every matter.

Client stories

They worked with us. Here's what they say.

01 / 13

Signum Label Marketing UGBlack Label Coffeezehn.berlin GmbHDiadem Europe Services GmbHFlight Simulations Dresden UGJelliesDi-Lara BettenTierparadiesFBElenita CaféHolzspielzeug PfeifferClickmade SEO-AgenturDeinDorflebenLebensdreieck Coaching

UG formation

Recht 24/7 helped us form a UG and working with them was excellent. Not only because they live up to their name, but also because they work through everything with you step by step. Questions were answered super quickly by a top-qualified lawyer, and the notary appointment was handled outstandingly fast.

Ahmed Sassi

Signum Label Marketing UG

Translated from German

Client reviews

What our clients say

4.89 out of 5 stars from 677 verified Trusted Shops reviews.

Client via Trusted Shops · Contract check

04/29/2026

Translated from German

Very fast, very thorough, very professional! The fast and professional evaluation and assessment of my contract helped me make an informed decision. All around very fast, very thorough, very professional!

Client via Trusted Shops · Contract review, apartment purchase

02/11/2026

Translated from German

Expectations were exceeded! At first I was skeptical whether the online service would measure up to a personal conversation with a lawyer. But Recht 24/7 exceeded my expectations. Highly qualified staff, fast response times.

Client via Trusted Shops · Legal advice

06/20/2026

Translated from German

Great experience, the processing happens in a truly unbeatable time. For me, with two orders, already in under 24 h, and that at a price that is completely unbeaten compared to the market.

Client via Trusted Shops · GmbH liquidation

01/28/2026

Translated from German

Support with the liquidation of a GmbH The responses always came very promptly, and my questions were answered clearly and understandably. My expectations were not only met but exceeded. Recommended without reservation.

Client via Trusted Shops · Terms and conditions drafting

07/16/2026

Translated from German

A clear recommendation Drafting our terms and conditions went smoothly and very quickly. The price is more than fair compared to what our lawyer charges. I can recommend this way of having terms and conditions drafted without reservation.

Client via Trusted Shops · Terms and conditions & data protection

03/04/2026

Translated from German

The terms and conditions, the privacy policy and the contract were drafted incredibly quickly and precisely. Naturally, a lawyer familiar with my field was chosen. The price-performance ratio is top.

Client via Trusted Shops · Legal advice

03/19/2026

Translated from German

Very fast response to all concerns with detailed and understandable answers. Recht 24/7 gave me the legal certainty I needed to act in a difficult situation. The costs were transparent and predictable at all times.

Client via Trusted Shops · Company formation

03/06/2026

Translated from German

Great support for founders Communication by email was fast and easy. My questions were answered competently and I was helped along with the individual steps.

Client via Trusted Shops · Trademark registration

03/31/2026

Translated from German

My application for a combined word/figurative mark was handled professionally, especially in choosing the name. This met my expectation of a successful registration of the trademark with the EUIPO.

Client via Trusted Shops · Legal documents

03/18/2026

Translated from German

Fast and well-founded preparation of legal documents Very fast, yet clean and well-founded preparation of legal documents for my company. Communication takes place on an equal footing, which is often not a given.

Client via Trusted Shops · Legal advice

08/10/2026

Translated from German

I am pleasantly surprised that an online order is handled so quickly. And yet my individual case was not treated as standard; instead, its particularities were identified and taken into account.

Client via Trusted Shops · Contract check

06/30/2026

Translated from German

Fast review of my service agreement It was reviewed with good tips, and I also received comprehensive help with two follow-up questions. The user interface is also very easy to use.

Client via Trusted Shops · Legal advice

07/21/2026

Translated from German

Fast, effective, human and professional. Recommended, 100%.

Client via Trusted Shops · Legal advice

06/29/2026

Translated from German

A prompt, competent and solution-oriented answer that fully met my expectations.

Client via Trusted Shops · Contract check

04/29/2026

Translated from German

Very fast, very thorough, very professional! The fast and professional evaluation and assessment of my contract helped me make an informed decision. All around very fast, very thorough, very professional!

Client via Trusted Shops · Contract review, apartment purchase

02/11/2026

Translated from German

Expectations were exceeded! At first I was skeptical whether the online service would measure up to a personal conversation with a lawyer. But Recht 24/7 exceeded my expectations. Highly qualified staff, fast response times.

Client via Trusted Shops · Legal advice

06/20/2026

Translated from German

Great experience, the processing happens in a truly unbeatable time. For me, with two orders, already in under 24 h, and that at a price that is completely unbeaten compared to the market.

Client via Trusted Shops · GmbH liquidation

01/28/2026

Translated from German

Support with the liquidation of a GmbH The responses always came very promptly, and my questions were answered clearly and understandably. My expectations were not only met but exceeded. Recommended without reservation.

Client via Trusted Shops · Terms and conditions drafting

07/16/2026

Translated from German

A clear recommendation Drafting our terms and conditions went smoothly and very quickly. The price is more than fair compared to what our lawyer charges. I can recommend this way of having terms and conditions drafted without reservation.

Client via Trusted Shops · Terms and conditions & data protection

03/04/2026

Translated from German

The terms and conditions, the privacy policy and the contract were drafted incredibly quickly and precisely. Naturally, a lawyer familiar with my field was chosen. The price-performance ratio is top.

Client via Trusted Shops · Legal advice

03/19/2026

Translated from German

Very fast response to all concerns with detailed and understandable answers. Recht 24/7 gave me the legal certainty I needed to act in a difficult situation. The costs were transparent and predictable at all times.

Client via Trusted Shops · Company formation

03/06/2026

Translated from German

Great support for founders Communication by email was fast and easy. My questions were answered competently and I was helped along with the individual steps.

Client via Trusted Shops · Trademark registration

03/31/2026

Translated from German

My application for a combined word/figurative mark was handled professionally, especially in choosing the name. This met my expectation of a successful registration of the trademark with the EUIPO.

Client via Trusted Shops · Legal documents

03/18/2026

Translated from German

Fast and well-founded preparation of legal documents Very fast, yet clean and well-founded preparation of legal documents for my company. Communication takes place on an equal footing, which is often not a given.

Client via Trusted Shops · Legal advice

08/10/2026

Translated from German

I am pleasantly surprised that an online order is handled so quickly. And yet my individual case was not treated as standard; instead, its particularities were identified and taken into account.

Client via Trusted Shops · Contract check

06/30/2026

Translated from German

Fast review of my service agreement It was reviewed with good tips, and I also received comprehensive help with two follow-up questions. The user interface is also very easy to use.

Client via Trusted Shops · Legal advice

07/21/2026

Translated from German

Fast, effective, human and professional. Recommended, 100%.

Client via Trusted Shops · Legal advice

06/29/2026

Translated from German

A prompt, competent and solution-oriented answer that fully met my expectations.

Client via Trusted Shops · Legal advice

06/29/2026

Translated from German

A prompt, competent and solution-oriented answer that fully met my expectations.

Client via Trusted Shops · Legal advice

07/21/2026

Translated from German

Fast, effective, human and professional. Recommended, 100%.

Client via Trusted Shops · Contract check

06/30/2026

Translated from German

Fast review of my service agreement It was reviewed with good tips, and I also received comprehensive help with two follow-up questions. The user interface is also very easy to use.

Client via Trusted Shops · Legal advice

08/10/2026

Translated from German

I am pleasantly surprised that an online order is handled so quickly. And yet my individual case was not treated as standard; instead, its particularities were identified and taken into account.

Client via Trusted Shops · Legal documents

03/18/2026

Translated from German

Fast and well-founded preparation of legal documents Very fast, yet clean and well-founded preparation of legal documents for my company. Communication takes place on an equal footing, which is often not a given.

Client via Trusted Shops · Trademark registration

03/31/2026

Translated from German

My application for a combined word/figurative mark was handled professionally, especially in choosing the name. This met my expectation of a successful registration of the trademark with the EUIPO.

Client via Trusted Shops · Company formation

03/06/2026

Translated from German

Great support for founders Communication by email was fast and easy. My questions were answered competently and I was helped along with the individual steps.

Client via Trusted Shops · Legal advice

03/19/2026

Translated from German

Very fast response to all concerns with detailed and understandable answers. Recht 24/7 gave me the legal certainty I needed to act in a difficult situation. The costs were transparent and predictable at all times.

Client via Trusted Shops · Terms and conditions & data protection

03/04/2026

Translated from German

The terms and conditions, the privacy policy and the contract were drafted incredibly quickly and precisely. Naturally, a lawyer familiar with my field was chosen. The price-performance ratio is top.

Client via Trusted Shops · Terms and conditions drafting

07/16/2026

Translated from German

A clear recommendation Drafting our terms and conditions went smoothly and very quickly. The price is more than fair compared to what our lawyer charges. I can recommend this way of having terms and conditions drafted without reservation.

Client via Trusted Shops · GmbH liquidation

01/28/2026

Translated from German

Support with the liquidation of a GmbH The responses always came very promptly, and my questions were answered clearly and understandably. My expectations were not only met but exceeded. Recommended without reservation.

Client via Trusted Shops · Legal advice

06/20/2026

Translated from German

Great experience, the processing happens in a truly unbeatable time. For me, with two orders, already in under 24 h, and that at a price that is completely unbeaten compared to the market.

Client via Trusted Shops · Contract review, apartment purchase

02/11/2026

Translated from German

Expectations were exceeded! At first I was skeptical whether the online service would measure up to a personal conversation with a lawyer. But Recht 24/7 exceeded my expectations. Highly qualified staff, fast response times.

Client via Trusted Shops · Contract check

04/29/2026

Translated from German

Very fast, very thorough, very professional! The fast and professional evaluation and assessment of my contract helped me make an informed decision. All around very fast, very thorough, very professional!

Client via Trusted Shops · Legal advice

06/29/2026

Translated from German

A prompt, competent and solution-oriented answer that fully met my expectations.

Client via Trusted Shops · Legal advice

07/21/2026

Translated from German

Fast, effective, human and professional. Recommended, 100%.

Client via Trusted Shops · Contract check

06/30/2026

Translated from German

Fast review of my service agreement It was reviewed with good tips, and I also received comprehensive help with two follow-up questions. The user interface is also very easy to use.

Client via Trusted Shops · Legal advice

08/10/2026

Translated from German

I am pleasantly surprised that an online order is handled so quickly. And yet my individual case was not treated as standard; instead, its particularities were identified and taken into account.

Client via Trusted Shops · Legal documents

03/18/2026

Translated from German

Fast and well-founded preparation of legal documents Very fast, yet clean and well-founded preparation of legal documents for my company. Communication takes place on an equal footing, which is often not a given.

Client via Trusted Shops · Trademark registration

03/31/2026

Translated from German

My application for a combined word/figurative mark was handled professionally, especially in choosing the name. This met my expectation of a successful registration of the trademark with the EUIPO.

Client via Trusted Shops · Company formation

03/06/2026

Translated from German

Great support for founders Communication by email was fast and easy. My questions were answered competently and I was helped along with the individual steps.

Client via Trusted Shops · Legal advice

03/19/2026

Translated from German

Very fast response to all concerns with detailed and understandable answers. Recht 24/7 gave me the legal certainty I needed to act in a difficult situation. The costs were transparent and predictable at all times.

Client via Trusted Shops · Terms and conditions & data protection

03/04/2026

Translated from German

The terms and conditions, the privacy policy and the contract were drafted incredibly quickly and precisely. Naturally, a lawyer familiar with my field was chosen. The price-performance ratio is top.

Client via Trusted Shops · Terms and conditions drafting

07/16/2026

Translated from German

A clear recommendation Drafting our terms and conditions went smoothly and very quickly. The price is more than fair compared to what our lawyer charges. I can recommend this way of having terms and conditions drafted without reservation.

Client via Trusted Shops · GmbH liquidation

01/28/2026

Translated from German

Support with the liquidation of a GmbH The responses always came very promptly, and my questions were answered clearly and understandably. My expectations were not only met but exceeded. Recommended without reservation.

Client via Trusted Shops · Legal advice

06/20/2026

Translated from German

Great experience, the processing happens in a truly unbeatable time. For me, with two orders, already in under 24 h, and that at a price that is completely unbeaten compared to the market.

Client via Trusted Shops · Contract review, apartment purchase

02/11/2026

Translated from German

Expectations were exceeded! At first I was skeptical whether the online service would measure up to a personal conversation with a lawyer. But Recht 24/7 exceeded my expectations. Highly qualified staff, fast response times.

Client via Trusted Shops · Contract check

04/29/2026

Translated from German

Very fast, very thorough, very professional! The fast and professional evaluation and assessment of my contract helped me make an informed decision. All around very fast, very thorough, very professional!

4.89 out of 5 starsfrom 677 reviews onTrusted Shops

Our awards and reviews reflect the highest level of client satisfaction.

At a glance

VSOP: the essentials

VSOP: how German startups give employees a stake

If a startup wants to retain talent, it competes with corporate salaries it cannot pay. The answer has been the same for years: a share in the success. In the US, such programs run on real stock options. In Germany, this model runs into problems with the GmbH: every transfer of shares requires a notary, every new shareholder appears in the list of shareholders, gets information rights and makes the cap table harder for investors to follow. That is why the VSOP has become established here: virtual equity.

The principle

A VSOP is a contractual agreement between the company and the beneficiary. It grants no shares, but a payment claim that replicates real shares economically: if the founders sell the company, the employee receives the amount that their virtual percentage of the exit proceeds represents, paid out by the company as compensation. No notary, no voting rights, no shareholder status. The shareholdings remain untouched; economically, the shareholders share their proceeds with the team in the event of an exit.

The mechanics of the plan

A clean VSOP has two levels: the plan document with the general terms, and the individual agreement that allocates each beneficiary their percentage. The key levers: vesting, typically over 4 years with a 12-month cliff, so that claims grow with length of service. Leaver rules that set what vested and unvested claims are worth on departure. The exit definition, which determines when payment is made at all. And the dilution rule for future financing rounds. In a dispute, each of these clauses is worth hard cash, and because the agreements can count as standard terms and conditions, they must also withstand the review of standard terms by German courts. This is exactly where translated US templates regularly fail.

The tax side as a selling point

For employees, the VSOP has a tangible advantage: tax is only due when money flows. If you receive real shares early, you may have to pay tax on their value immediately without having seen a single euro (dry income); § 19a EStG only mitigates this under certain conditions. The VSOP payout, on the other hand, is simply employment income in the year of payout. The downside: the wage tax rate instead of the flat-rate withholding tax on capital gains. How this works out in the individual case and which provisions the company should set aside belongs in the advice of a tax advisor.

Where the VSOP reaches its limits

If you want to give key people a real say, want to make a stake liquid before the exit or are required by investors to run a real option program, you need other instruments. For the vast majority of GmbH startups, however: the VSOP delivers 90% of the effect of real equity at a fraction of the complexity, provided the contracts are built precisely. A plan that does not survive the first due diligence costs more trust with the team and investors than it ever saved in legal fees.

FAQ

Frequently asked questions.

Not listed? Write to us using the contact form.

A virtual stock option plan: a contract that grants employees a payment claim calculated as if they held real shares. In the event of an exit, they receive the amount they would have received as shareholders with their virtual percentage. They never become shareholders: no voting rights, no registration, no notary.

€1,199 net as a fixed price for the plan document and template individual agreement. You then handle further allocations yourself with the template agreement, at no extra cost. There are no notary or register costs, as the VSOP is purely contractual. For wage tax and accounting questions (such as provisions for virtual shares), your tax advisor's costs come on top, depending on the scope.

1 to 2 weeks from questionnaire to ready to sign. There are no authority or notary appointments to drag out the process.

Vesting means earning the virtual shares over time: the market standard is over 4 years. The cliff is the waiting period at the start, typically 12 months: anyone who leaves before then gets nothing. After that, the claim vests monthly or quarterly. We set both in the plan according to your specifications.

Rules for departures: a good leaver (for example, termination by the company without good cause) keeps their vested claims; a bad leaver (for example, termination without notice for breach of duty) loses them in whole or in part. Defining these cases is the most dispute-prone part of any VSOP and needs precise wording.

At German startups, 5% to 15% of the shares is common, depending on the stage and team size. The pool is an economic commitment by the shareholders: in the exit, the pool's share of the proceeds is distributed to the beneficiaries.

On the exit event defined in the plan: typically the sale of a majority of the shares or of the business, optionally also an IPO or liquidation proceeds. Some plans add a share in distributions. Without an exit event, no payment claim arises: every beneficiary must understand this, and the plan must say so clearly.

For the employee, the VSOP payout is employment income and is subject to wage tax and social security in the year of payout. Before that, there is usually no tax because nothing has been received: this is the practical advantage over real shares transferred early (keyword: the dry income problem). Your tax advisor will clarify the specific tax treatment, including § 19a EStG for real equity.

Not under corporate law: the shareholdings and voting ratios remain unchanged. Economically, yes: in the exit, the pool's share is deducted from the shareholders' proceeds. The plan also governs what happens in financing rounds: whether the virtual shares are diluted along with the others is one of the central design decisions.

If shareholder agreements exist: almost always, because ESOP/VSOP pools are governed by them or require consent. Alignment with existing shareholder agreements is not included in the fixed price.

That is governed by the leaver clauses: depending on leaver status, vested claims remain in place and are paid out at the later exit, while unvested claims lapse. Some plans provide for buyback rights at market value or formula value. We draft the options and explain market practice to you.

Yes. Common problem areas: US templates that ignore German employment law and the law on standard terms, unclear exit definitions, missing dilution rules, forfeiture clauses that violate the law on standard terms. We review your existing plan and make you a fixed-price offer for the revision.

No notary appointment

Ready to use in 1 to 2 weeks

Complete set of contracts

VSOP employee equity, set up legally sound

Set up a VSOP
Trusted Shops
Trusted Shops

4.89/5

| 677 reviews

Verified client · Contract check · April 2026 · Translated from German

Very fast, very thorough, very professional!: The fast and professional evaluation and assessment of my contract helped me make an informed decision. All around very fast, very thorough, very professional!

Verified client · Contract review, apartment purchase · February 2026 · Translated from German

Expectations were exceeded!: At first I was skeptical whether the online service would measure up to a personal conversation with a lawyer. But Recht 24/7 exceeded my expectations. Highly qualified staff, fast response times.

Verified client · Legal advice · June 2026 · Translated from German

Great experience, the processing happens in a truly unbeatable time. For me, with two orders, already in under 24 h, and that at a price that is completely unbeaten compared to the market.

Verified client · GmbH liquidation · January 2026 · Translated from German

Support with the liquidation of a GmbH: The responses always came very promptly, and my questions were answered clearly and understandably. My expectations were not only met but exceeded. Recommended without reservation.