Matter
Startup Advisory
Most of what goes wrong at a startup's Series A was decided in its first year — an unvested co-founder, an ESOP pool that was never approved, a cap table nobody can reconcile. This is the work that prevents that.
This engagement covers
- Entity structuring
- Founders agreement
- ESOP design
- ESOP administration
- Cap table hygiene
- Compliance calendar
“They set up our Private Limited in under two weeks and explained every form before we signed it. The fee never moved from the first quote.”
Requisition
SH/CAPITAL/STARTU
- Format
- Retainer or a defined structuring project
- Covers
- Structuring · vesting · ESOP · cap table
- Governed by
- Companies Act, 2013 and SEBI SBEB rules
- Typical engagement
- 3–12 months
- Output
- Documented, filed and reconcilable
Overview
Best suited to. Founders in the first two years who want the corporate side built correctly the first time, rather than repaired under diligence pressure.
How we price it. One fixed professional fee, agreed in writing before any work begins, with government fees and statutory charges itemised separately and payable at actuals. If the scope changes, we tell you before doing the work.
What’s included
- 01
Entity structuring
The right vehicle for what you are actually building, including holding structures where you intend to operate or raise abroad.
- 02
Founders agreement
Vesting, cliffs, roles, reserved matters and what happens when a co-founder leaves — agreed while everyone is still friendly.
- 03
ESOP design
Pool sizing, a scheme approved by the board and shareholders, grant letters, vesting schedules and the exercise mechanics.
- 04
ESOP administration
The grant register maintained and the perquisite tax position at exercise explained, so employees are not surprised.
- 05
Cap table hygiene
A cap table that reconciles to your statutory registers and your ROC filings — the three usually disagree, and diligence finds it.
- 06
Compliance calendar
Board meetings, filings and due dates set out for the year, so nothing accrues a penalty in the background.
Documents required
Collected once, digitally. We check the whole set before anything is filed — document problems are what turn a two-week job into a six-week one.
Company
- Incorporation documents, MoA and AoA
- Current cap table and any share transfer records
- Existing founders or shareholders agreement
- Board and shareholder minutes to date
Plans
- Proposed ESOP pool size and grant plan
- Details of advisors or consultants receiving equity
- Fundraising intentions and timeline
- Any foreign entity or operations planned
How it works
- Step 01
Structure reviewed
We look at the entity, the cap table and the agreements you have, and identify what will not survive diligence.
- Step 02
Documents drafted
Founders agreement, ESOP scheme and grant documents drafted around your actual arrangements.
- Step 03
Approved and filed
Board and shareholder approvals passed correctly, and the resulting filings made.
- Step 04
Maintained
Cap table, registers and calendar kept current, so the next round starts from a clean file.
Questions
Q1We are two friends. Do we really need a founders agreement?
That is exactly when you need it. It is written for the version of you that disagrees in year three, and vesting in particular protects the founder who stays as much as the one who leaves.
Q2How big should the ESOP pool be?
It depends on how many senior hires you need before the next round, and investors will usually want it sized before they invest rather than after. We work it from your hiring plan rather than a rule of thumb.
Q3When is ESOP taxed?
Broadly at exercise, as a perquisite on the difference between fair value and exercise price, and again as capital gains on sale. Eligible DPIIT-recognised startups can defer the perquisite tax in prescribed cases. Employees should be told this at grant, not at exercise.
Q4Our cap table is a spreadsheet nobody trusts. Can you fix it?
Yes, and it is a common request. We rebuild it from allotments, transfers and ROC filings, reconcile it to the statutory registers, and tell you where the discrepancies came from.
Something specific to your situation? Ask us directly — we answer within one working day.
Also under Growth & capital
Next step
Get a written quote for startup advisory.
Tell us your situation in one message. We come back with the scope, the documents required and the total cost — before any work begins.