ESOP Trust Formation & Trustee Services

Set up, govern, and operate your ESOP Trust with confidence

For many Indian companies, especially those preparing for IPOs, buybacks, or other liquidity events, ESOP Trusts provide greater control, tax efficiency, and long-term strategic flexibility. Qapita helps you set up and manage SEBI and companies act-compliant ESOP Trusts, with end-to-end trustee services that simplify grant execution, transaction management, and ongoing governance, so that your equity plans remain compliant, transparent, and audit-ready at every stage.

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Why Indian companies choose Qapita for ESOP trust formation and trustee services

Reduce structural risk in complex ESOP trust setup

ESOP Trusts introduce an additional legal and operational layer between the company, employees, and shareholders. Qapita helps companies design and operate ESOP Trust structures that minimize execution risk across share acquisition, option exercises, transfers, and distributions. By combining structured workflows with system-enforced controls, Qapita ensures trust operations remain accurate, auditable, and aligned with board-approved ESOP frameworks, even as transaction volumes scale.

Stay compliant across the full lifecycle, not just at setup

Many ESOP trusts fall out of compliance not at formation, but during day-to-day operations like grant execution, funding of trust purchases, secondary transactions, or disclosures during listing and buybacks. Qapita supports ongoing compliance with the Companies Act, 2013 and SEBI (SBEB & SE) regulations by maintaining structured records, approval histories, and transaction level audit trails, helping companies stay review-ready across audits, due diligence, and regulatory scrutiny.

Enable controlled liquidity events without governance breakdowns

ESOP Trusts are often used to facilitate buybacks, secondary sales, and pre-IPO liquidity programs. Qapita enables controlled execution of these events by centralizing trust-held shares, employee transactions, and settlement records in a single system. This reduces dependency on spreadsheets and fragmented advisors, while ensuring promoters, boards, and finance teams have clear visibility into how liquidity actions impact ownership, dilution, and capital structure.

What to expect from Qapita trust formation & trustee services

Trust Formation and Legal Structuring

From draft to deed, We help you settle up right

We work with your legal counsel or ours to draft your ESOP Trust Deed, aligned with your company’s goals, shareholder agreements, and governance structure. Whether you’re a startup, unlisted public company, or listed entity under SEBI Regulations, we tailor the trust model to meet your needs.

Comparison: Trust vs Direct Route Advisory

Helping you decide if a trust is right for you

Qapita helps you assess whether your equity program should be operated through a Trust or via a direct grant by discussing the pros and cons in details. We model the tax, accounting, and operational implications of both, factoring in upcoming buybacks, liquidity plans, and IPO timelines, so you make an informed, future-ready choice.

Regulatory Compliance and Governance Support

Meet every filing and disclosure obligation with ease

Qapita ensures your trust is compliant with the Companies Act, SEBI LODR (for listed companies), and Income Tax Act requirements. We guide you during annual filings, disclosures, related party approvals, and trust-level audits, so that your ESOP Trust stands up to scrutiny.

Trustee Appointment and Management

Professional trusteeship, built for scale

Qapita can serve as a professional trustee or help onboard one from our curated network. We offer trustee services that are independent, accountable, and aligned with your board’s fiduciary responsibilities, with a focus on operational simplicity and legal rigor.

Trust Funding, Share Holding & Accounting

Support for cash, primary, or secondary structures

Whether your trust is funded via cash, primary share infusion, or secondary purchase, Qapita supports complete documentation, approvals, and accounting. We ensure that every step from fund flow to share allocation is recorded, auditable, and compliant.

Trust-Led Liquidity and Buyback Execution

Use the trust as a strategic vehicle

We help you leverage the ESOP Trust for buybacks, surrenders, and pre-IPO liquidity programs including valuation, funding flows, taxation, and employee communication. Whether you’re doing a one-time event or planning recurring liquidity, Qapita makes the trust operationally efficient.

Testimonials

Words from our valued customers

They have extensive knowledge in this space. ESOP Direct guided us step by step through the entire process. We are particularly happy with their alacrity in responding to our queries!

Edward Tirtanata

CEO & Co-Founder, Kopi Kenangan

We are glad to have found a very competent consultant in ESOP Direct. A worthy partner to work with, is what I’d say.

Manhar Kapoor,

General Counsel & Company Secretary, Eicher Motors

ESOP Direct acted as Trustees for our employee stock option scheme. I am fully convinced we have made the right choice.

Umasree Parvathy

Chief Peoples Officer, Northern Arc

They worked alongside with us during the process great example of collaborative efforts to customize an employee stock option plan from scratch.

Yeoh Chen Chow

Co-Founder, MyFave

Their meticulous study and report gave us relevant data to take an informed decision. We are glad we engaged ESOP Direct.

Shailesh Singh

Head HR, Max Life Insurance

We entrusted our complete Plan administration function to ESOP Direct.I wish ESOP Direct greater success in the coming years.

Mona Cherian

President and Group Head HR, Thomas Cook

Qapita Works With Companies Across the Globe From Seed Stage to Listing and Beyond

Set Up Your ESOP Trust With Total Confidence

Form your trust with expert guidance for strong governance and seamless setup.

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FAQs

Frequently asked questions

What is an ESOP Trust in India?

An ESOP Trust in India is a legal vehicle created to hold shares on behalf of employees under an employee stock option plan (ESOP). ESOP Trusts help companies manage equity allocations, regulatory compliance, taxation, and liquidity events such as buybacks or IPOs under SEBI and the Companies Act.

Why do Indian companies form an ESOP Trust?

Indian companies form ESOP Trusts to centralize share management, improve governance, enhance tax efficiency, and simplify compliance with SEBI and Companies Act requirements. Trust structures also streamline secondary liquidity and IPO preparation.

How does an ESOP Trust work in India?

An ESOP Trust acquires shares from the company or the market and holds them for a pool of employees. Employee stock options are granted and exercised against this pool, with transactions recorded and administered according to SEBI regulations and the Companies Act.

Does Qapita link ESOP Trust activity to cap table outcomes?

Absolutely. Qapita integrates ESOP Trust transactions with your company’s cap table to show real-time dilution, promoter shareholding impact, and ownership changes, helping finance teams and boards make informed equity decisions.

Do ESOP Trusts require SEBI disclosure in India?

Yes. ESOP Trust transactions must comply with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, including structured record keeping, audit trails, and disclosure requirements during equity events, buybacks, and IPO processes.

Can Qapita manage ESOP Trust compliance and audit trails?

Yes. Qapita automatically maintains structured records, approval histories, and transaction audit trails for ESOP Trust activities. This simplifies statutory audits, board oversight, and compliance with SEBI and Companies Act requirements.

How does Qapita support liquidity events like buybacks or IPOs?

Qapita enables centralized tracking of trust holdings and transactions related to buybacks, secondary liquidity, or IPO preparation. With approval workflows, structured reporting, and audit-ready disclosure formats, companies can execute complex equity events with confidence.

Is Qapita suitable for listed companies and high-transaction volumes?

Qapita is designed to scale with transaction volume and governance complexity. Whether you’re a listed entity or a rapidly growing private firm, Qapita supports frequent ESOP Trust transactions while maintaining accuracy, compliance, and visibility.