Govt allows startups to issue sweat equity for 10 years after registration

This will also act as an alternative medium of compensation for employees and avoid pay cuts
Start-ups can now issue equity shares to their employees for up to 10 years from the date of their incorporation or registration.

The Ministry of Corporate Affairs (MCA) has amended the Companies (Share Capital and Debentures) Rules, 2014, to allow start-ups to issue sweat equity shares not exceeding 50 per cent of its paid-up capital.

The earlier limit of five years was changed to bring the MCA provision in line with the Department for Promotion of Industry and Internal Trade’s order.

Industry experts say the move will help start-ups better incentivise their staff and retain talent. This will also act as an alternative medium of compensation for employees and avoid pay cuts.
“Any help to companies and employees in terms of seat equities will help in retention of talent, and the entire ecosystem will, then, benefit considerably,” said Naganand Doraswamy, managing partner Ideaspring Capital, a venture fund and a start-up mentor.

Usually, start-ups issue sweat equity to their employees or directors against any form of intellectual property or technical knowhow without any vesting period. Employee Stock Options allotment, on the other hand, is linked to employees’ performance and based on completion of the vesting period.

 

 
Doraswamy downplayed the concerns that the rule may act as a deterrent to future fund-raising plans. “Ensure the employees benefit when the company does well and the venture capitalists (VCs) automatically make money,” he said.
Apoorva Ranjan Sharma, co-founder of start-up incubator Venture Catalysts and VC accelerator 9Unicorns, said: “The employees will also have a sense of ownership and can reap benefits as the valuation of the company increases.”

“Most of the start-ups usually take over 3-5 years to raise funding in bigger rounds. And, many a time, the top talent is known to quit after encashing the equity (in the early stages),” said Sharma.

Legal experts who worked closely with start-ups also welcomed the change. “It is a positive step, with reduced cash flow in the ongoing pandemic situation. This amendment will help the start-ups that are in operation for more than five years also to issue sweat equity to its employees,” said N Raja Sujith, partner - head (South India), Majmudar & Partners.

The amendment will also help start-ups attract fresh talent from the market. Also, VCs and PEs, typically, favour start-ups with such equity schemes as the employees have “skin in the game” and they perform better to increase the valuation of the company, according to Shalini Jain, partner, people advisory services, EY India.

The MCA also dropped a provision that required listed companies with privately placed debentures to mandatorily set aside the reserves for every year.


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