ESOP SPV

Employee Ownership. Without the Cap Table Complexity.

Qapita's ESOP SPV is a first-of-its-kind share delivery solution built specifically for Singapore-incorporated companies.

Managing an ESOP within a Singapore-incorporated entity comes with a challenge that direct share issuance and traditional trusts don't fully solve. Discover how our ESOP SPV compounds future benefits - giving employees real ownership while keeping your cap table investor-ready - at a fraction of the cost of a trust.

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3000+ companies across 60+ countries trust Qapita.

The Problem

The Challenge Singapore Companies Face

Managing the 50-shareholder limit

Many founders consider incorporating an entity in Singapore. However, Singapore limits private companies (Pte Ltd) to 50 shareholders. If employees exercise early, this presents a challenge in share plan administration, impacting employees not just in Singapore, but from across your global operations.

When do you let employees exercise?

That’s the core design question every founder in Singapore faces. Employees may miss the chance to exercise early — to lock in income tax at a potentially lower Fair Market Value, and in Singapore's case, to benefit from the absence of capital gains tax altogether.

Tradeoffs and Considerations

Consider giving employees real flexibility. The trade-off is a growing shareholder register, higher admin overhead, and the risk of crossing that private company 50-shareholder threshold sooner than expected.

The Perfect Middle Ground

There is no perfect answer. Direct issuance can make sense. A trust is another option. An ESOP SPV now offers a third path.

The Solution

Introducing Qapita ESOP 2.0 - SPV Launch

To provide an alternative share delivery method, Qapita has launched a brand-new ESOP SPV product specially for Singapore-incorporated companies.

Smooth and straightforward set-up

Qapita sets up your Special Purpose Vehicle entity within your ESOP plan, which groups up your shareholders and structures your employees’ shares for an investor-ready captable.

Concise and cost-effective

While ESOP SPVs are not an uncommon practice, many founders are unaware that this is an option that can be easily implemented via a vehicle. Trusts are more expensive and often do not justify the cost, especially for an early-stage company.

Support every step of the way

Issuing a share plan may seem confusing and complicated. Qapita’s team of equity experts can help map out the process and evaluate the various scenarios that can be used to design or improve your company’s share plan.

How it works

Key Features of ESOP SPV

A Singapore Private Company (Pte Ltd) is set up to hold shares. Employees hold shares in the SPV proportionate to their allocation. Only the SPV appears on the company's cap table.

One entity. One entry. No cap table noise – regardless of how many employees exercise.

A clean cap table from day one

Your employees become shareholders of the SPV — not of the company directly. Only the SPV appears on the cap table, keeping it clean and uncluttered for investors and future fundraising rounds.

Tangible Ownership Visibility for Employees

Flexibility on exercise timing

Employees can exercise more regularly without the company crossing the 50-shareholder limit. This lets them act when it's most tax-efficient — rather than waiting for a liquidity event.

Perfect Middle Ground between Direct Share Issuance and Trusts

Cost-effective vs. an ESOP Trust

ESOP trusts require a licensed trustee, ongoing fees, and greater regulatory overhead. An SPV delivers much of the same structural benefit at a fraction of the cost.

Get Started

Benefits of setting up an ESOP SPV

Tax efficiency for employees

Singapore's absence of capital gains tax makes early exercise attractive for employees. The SPV structure lets them exercise when it's advantageous — without the company managing dozens of individual shareholders.

Investor-ready cap table

A single SPV entry is cleaner for investors than a list of employee names. Employees stay consolidated in a single SPV entity, which simplifies due diligence, cap table documentation, and future fundraising rounds.

Significantly lower cost than a trust

ESOP trusts require a licensed trustee, formal regulatory obligations, and ongoing fees. An SPV gives you the same structural protection at a fraction of the cost.

Questions? Let's talk

Ready to explore an ESOP SPV for your company?

Do either of these scenarios sound like you?

Setting up a new ESOP

Designing your equity plan from scratch? We'll help you evaluate whether an SPV is the right fit and set it up.

Book a consultant

You already have an ESOP

Running an existing plan and want to explore restructuring? Our advisory team will walk you through your options.

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FAQs

Frequently asked questions

What is an ESOP SPV?

An ESOP SPV (Special Purpose Vehicle) is a Singapore-incorporated private company set up specifically to hold employee shares. Rather than issuing shares directly to each employee, the SPV holds the shares and employees hold shares in the SPV proportionate to their allocation. Only the SPV appears on the company's cap table.

What kind of companies should consider an ESOP SPV?

ESOP SPVs are best suited for early- to growth-stage Singapore-incorporated companies with up to ~50 ESOP participants who want a clean cap table and more flexibility on when employees can exercise. If your company has very few participants or uses cash-settled instruments, direct issuance may be simpler. For larger organisations needing formal fiduciary oversight, a trust may be more appropriate. Our team can help you assess which structure fits best.

How does an ESOP SPV compare to a trust?

Both an SPV and a trust keep individual employee names off the company cap table. The key differences:

A trust is governed by a licensed trustee with formal fiduciary obligations — suited to larger organisations with more complex requirements.
An SPV is governed by the company's own board under the Singapore Companies Act — simpler, more cost-effective, and better suited to earlier-stage companies.

What documents are required to set up an ESOP SPV?

The core documents include the ESOP Plan Rules, the SPV Constitution, board and shareholder resolutions, and a Distribution Deed. Qapita manages the full documentation set and coordinates the setup on your behalf.

Is an ESOP SPV right for my company?

It depends on your team size, equity pool, and how you want employees to engage with their equity. Book a consultation and we'll help you assess which structure fits your situation.

The right ESOP structure depends on your goals, your team, and how you want employees to engage with their equity. We can help you figure out what works.

Work with experts who advise you on the accurate equity structure and offload admin hassle to us.

Talk to our advisory team