By Bill Anderson, FCCA, Chief Executive Officer, Assetica — 2026-06-27
UAE companies are increasingly using employee share plans to compete for talent. Why every grant needs a defensible valuation, how DIFC schemes work, and what the corporate tax rules mean for share awards.
An option or share award is a transfer of value from the company to an employee. Without a supportable valuation at the grant date you cannot set a rational exercise price, cannot compute the IFRS 2 share-based payment charge your auditor will ask for, and cannot show the FTA that awards between connected parties reflected market value. A buyer's due diligence team will also re-price historic grants; undocumented ones become a negotiating discount.
The starting point is an enterprise valuation using the standard approaches: DCF, market multiples and asset cross-checks. From there, scheme valuations apply adjustments the headline number does not: minority and marketability discounts for small non-controlling stakes, and the effect of preference stacks where investors hold preferred shares senior to the ordinary shares employees receive. In funded startups, the ordinary shares under an ESOP are often worth materially less than the headline round price per share, and pricing grants at the round price overstates the benefit.
DIFC and ADGM employment platforms make share plans easier to operate legally, and DIFC's employee money purchase arrangements sit alongside equity plans in many packages. The valuation requirements do not change: trustees and administrators expect an independent, standards-based valuation at launch and periodic refreshes, and the free zone regulators expect fair value reporting where schemes touch regulated entities.
Do UAE companies legally need a valuation for employee share options?
There is no single UAE statute mandating grant valuations, but the practical requirements converge on the same answer: IFRS 2 requires fair value for the accounting charge, corporate tax requires arm's length value between connected parties, and buyers re-price undocumented grants in due diligence. An independent valuation at each grant is the defensible practice.
Should options be priced at the last funding round price?
Usually not. Investors typically hold preferred shares with rights senior to the ordinary shares employees receive, so the ordinary shares are worth less than the round's headline price per share. A scheme valuation values the class of shares actually being granted.
How often should a share scheme valuation be refreshed?
Annually, and at every material event: a funding round, an acquisition or disposal, or a significant shift in performance. Each grant should reference the most recent valuation so the exercise price is always supportable.