TODO.LAW

Phantom shares plan (Spain)

The master plan in which a Spanish company sets the general rules of its phantom shares scheme. Individual grants to each beneficiary are then made under it.

Jurisdictions
Spain
Contract languages
Spanish

What it is and when it is used

A phantom shares plan (in Spanish, plan marco de participaciones fantasma) is the master plan in which a Spanish company sets the general rules of its phantom shares scheme. Phantom shares are notional units linked to the company: holding them does not make a person a member of the company.

The plan is the framework document. It is adopted once, and the company then makes individual grants to each beneficiary under it, using a separate individual phantom shares grant. Keeping the general rules in one plan means each grant only needs to deal with the terms specific to that person.

The Dealroom skill for the plan negotiates 10 clauses.

Who signs it

The plan is a document of the company, which puts the scheme in place. The people who later take part in it do so through their individual grant agreements, which are made under the plan.

Where a company prefers to grant real equity, such as options or restricted stock units, see the equity incentive plan.

Jurisdictions and languages

Dealroom offers the phantom shares plan for Spain only, and drafts it in Spanish only. This page explains the document in English, but the plan itself is produced in Spanish.

The plan and the individual grant are separate skills in Dealroom: prepare the plan first, then one grant for each beneficiary.

Frequently asked questions

What is a phantom shares plan?

It is the master plan in which a company sets the general rules of its phantom shares scheme (participaciones fantasma). Phantom shares are notional units linked to the company: they do not make the holder a member of the company.

How does the plan relate to the individual grant?

The plan is the framework. Each person who takes part then receives an individual phantom shares grant agreement made under the plan.

Which law does the plan follow, and in which language is it drafted?

It is designed for Spanish companies under Spanish law, and Dealroom drafts it in Spanish only.

How many clauses does the plan have in Dealroom?

The skill negotiates 10 clauses.

Two ways to make it

Create it in Dealroom

Choose the jurisdiction and language, answer a few questions and negotiate each clause with the other side, or prepare it alone.

Start in Dealroom

Have your agent draft and negotiate it

Your AI agent can read the clause library and create the contract through the agent API or the MCP server. A short example:

MCP: list_templates (query: "PHANTOM_SHARES_PLAN"), get_template, create_playbook, initiate_negotiation.

Read the agent API guide
# 1. Read the clauses, options and the facts it needs
curl https://dealroom.todo.law/api/v1/agent/templates/PHANTOM_SHARES_PLAN \
  -H "Authorization: Bearer drk_YOUR_KEY"

# 2. Create the contract (clauses you leave out take the default option)
curl -X POST https://dealroom.todo.law/api/v1/agent/deals \
  -H "Authorization: Bearer drk_YOUR_KEY" \
  -H "Content-Type: application/json" \
  -H "Idempotency-Key: $(uuidgen)" \
  -d '{
    "schema": "dealroom.solo-intake/1",
    "contractType": "PHANTOM_SHARES_PLAN",
    "governingLaw": "SPAIN",
    "language": "es",
    "dealName": "Example PHANTOM_SHARES_PLAN",
    "selectionPolicy": "defaults"
  }'

Drafting and negotiating are free.

Related contracts

This page explains how the contract usually works. It is general information, not legal advice.

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