Equity Governance Framework · EquityOps Layer

Sweat Equity Shares Issuance

Reward a founder, director or key employee for know-how, IP contribution, or value addition - with shares instead of cash, issued through a proper valuation and compliant structure.

15% or ₹5 crore annual cap

Sweat equity issued in a year is capped at 15% of paid-up capital or ₹5 crore, whichever is higher.

25% lifetime cap

Total sweat equity cannot exceed 25% of the company's paid-up capital at any point.

Valuation is mandatory

A registered valuer must value both the shares and the IP/know-how being compensated.

1-year lock-in applies

Sweat equity shares carry a mandatory lock-in period before they can be transferred.

What's Included

Structured to survive scrutiny.

01
Eligibility & cap check

We confirm the recipient's eligibility and that the issuance stays within annual and lifetime caps.

02
Registered valuer coordination

We coordinate a SEBI-registered valuer to value both the shares and the contribution being rewarded.

03
Special resolution & documentation

Shareholder approval obtained and sweat equity agreement drafted.

04
Allotment & ROC filing

Shares allotted, cap table updated, and PAS-3 filed with the Registrar.

Where This Fits in the Equity Governance Framework

Part of Layer 2 - EquityOps, for both setup tracks.

Track 1
New Company Setup

A technical co-founder contributing IP pre-incorporation is often better rewarded through founder equity structuring - we help decide which route fits.

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Track 2
Existing Company Setup

Rewarding a key employee's contribution after the fact? We structure and issue sweat equity properly within your existing cap table.

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Common questions

What's the difference between sweat equity and equity incentives?

Sweat equity rewards a specific, already-delivered contribution (know-how, IP, value addition) with an immediate share allotment; equity incentives grant a right to purchase shares in the future, typically vesting over time as an ongoing incentive.

Who is eligible to receive sweat equity shares?

Permanent employees and directors of the company (including a holding or subsidiary company) who have provided know-how, made available intellectual property rights, or added value to the company's business are eligible.

Is sweat equity issuance taxable for the recipient?

Yes - the fair market value of sweat equity shares is taxable as a perquisite in the recipient's hands at the time of allotment, with capital gains tax applying on a later sale. We coordinate with our CA partner on this.

Can a newly incorporated company issue sweat equity?

A company generally must have completed one year from commencement of business before issuing sweat equity, with limited exceptions for certain startups recognized by DPIIT.

How is the value of the contribution determined?

A registered valuer assesses the value of the know-how, IP or value addition being compensated, alongside a separate valuation of the shares - both are needed to justify the number of shares issued and the price.

Do sweat equity shares carry the same voting rights as ordinary shares?

Yes, once allotted and beyond the lock-in period, sweat equity shares generally carry the same rights as ordinary equity shares of the same class, unless structured otherwise in the company's articles.

Reward contribution with equity, done compliantly.

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