How the restrictions work
Restricted shares are issued upfront, so the holder is a shareholder from day one, but the company retains a right to buy back any unvested shares, usually at the price originally paid (often nominal), if the holder leaves before the vesting schedule completes. This is sometimes called reverse vesting because ownership starts at 100% and the company's buyback right shrinks over time rather than the shares being delivered gradually, the reverse of how ordinary employee shares are typically granted.
Worked vesting example
A founder is issued 400,000 restricted shares on day one, subject to four-year vesting with a one-year cliff. If the founder leaves after 8 months, none of the shares have vested, so the company can repurchase all 400,000 at nominal value. If the founder leaves after 30 months, 25% vested at the one-year cliff (100,000 shares) plus 18 months of monthly vesting on the remaining 300,000 (roughly 112,500 shares) have vested, for a total of about 212,500 vested shares; the remaining shares are repurchased, a forfeiture mechanic that works differently from how RSUs handle a departure.
How Restricted Shares is taxed
- In several countries, an election is available to be taxed on the share value at grant rather than as each tranche vests, which can be beneficial if the value is low at grant and expected to rise sharply
- Without such an election, tax authorities may treat each vesting tranche as a separate taxable event, valued at the then-current share price
- Rules differ significantly by country, and restricted share tax treatment should always be checked against current local guidance before granting
Because restricted shares create real, immediate ownership, they carry more upfront tax risk than options for the recipient, particularly if the shares later become illiquid or drop in value after tax was already paid on a higher valuation, even though the underlying vesting rules look the same as any other equity grant.
Employee share questions we hear a lot
- Can restricted shares carry voting rights before they vest?
- Often yes, since the holder is a shareholder from grant, though the company may restrict voting or transfer until vesting depending on the agreement.
- What is the repurchase price for unvested restricted shares?
- Usually whatever the holder originally paid, which is often a nominal amount, so the company can reclaim unvested shares at little or no cost.
General information for founders, not legal or tax advice. Thresholds and rates change, so confirm the current position with an adviser in the relevant country before granting.