ESOP Liquidity Programs for Startups: An Exploration

An ESOP liquidity program is the mechanism a company builds to let employees convert vested or exercised stock options into cash before an IPO or acquisition. For a founder who has just closed a Series C or crossed into profitability, the decision is rarely whether to offer liquidity. Employees ask for it, investors expect it as a retention signal, and boards raise it at the first sign of attrition. The real decision is which of five available structures to use, how to run that structure’s procedural timeline correctly the first time, how to price it without falling foul of two different regulators, and how the tax outcome changes depending on the route chosen and the date it closes. This guide sets out all five structuring options available to an Indian startup, the step-by-step Companies Act and FEMA process attached to the two most common of them, and the design decisions that determine whether a liquidity event runs cleanly or turns into a compliance clean-up six months later.

What is an ESOP liquidity program?

An ESOP liquidity program is a company-initiated event that lets employees sell vested options or exercised shares for cash before a public listing or acquisition, using either company funds (a buyback under Section 68 of the Companies Act, 2013), a trust intermediary, or a direct sale to an incoming or existing investor. It differs from an exit because the company remains private and the transaction is bounded, priced and time-limited rather than a permanent market for the stock.

Why startups are running liquidity programs earlier

Ten years ago, an Indian startup employee typically waited for an IPO or acquisition to see cash from their options. That timeline has stretched, not shortened. Companies are staying private longer, raising larger late-stage rounds instead of listing, and using that extra runway to build. For an employee who exercised options at ₹8 per share and watched the FMV climb to ₹400 over six years, an eight-to-ten-year wait for liquidity is a genuine retention risk, not a theoretical one.

Boards responded by decoupling liquidity from exit. A liquidity program lets a company reward tenure and performance without waiting for a strategic buyer or a listing window that may not arrive on schedule. It also gives the company a controlled way to manage its cap table before a fundraise or IPO, cleaning up small shareholdings that otherwise complicate a due diligence process. None of this requires diluting the company further. It requires picking the right structure for the company’s stage, its cash position and who is buying the shares.

The scale of this shift shows up in how routine the practice has become. What was, a decade ago, an occasional gesture reserved for a handful of unicorns ahead of a listing is now a standard board-level decision at the Series B and C stage, running well before any IPO conversation starts. The market also has a distinct shape: a small number of large, well-funded companies account for a disproportionate share of the total capital deployed through liquidity events, while a much longer tail of Series B and C companies runs smaller, first-time programs, typically in the low single-digit crores. A founder sizing a first program should treat the growing frequency of these events as evidence that the practice is now expected, not as a benchmark for what their own company’s program needs to look like.

The five structuring routes compared

There is no single legal category called an “ESOP liquidity program” in Indian company law. What the market calls a liquidity program is built from one of five underlying mechanisms, each with a different tax and FEMA consequence, and, in one case, a genuine dispute among practitioners about which Companies Act provision actually governs it.

Table 1: Structuring routes for an ESOP liquidity program

A company buyback works when the company has surplus cash and wants a one-time, controlled event. It is the simplest route legally, but it draws directly on the balance sheet and is capped by statute, so it does not scale well for very large employee bases without repeated board approvals.

ESOP surrender lets an employee give up vested but unexercised options in exchange for a net cash payment, without ever paying the exercise price or receiving shares. This is often marketed as a lighter, separate mechanism from a buyback, and operationally it is: the employee never funds an exercise, and no share transfer needs to be recorded. Legally, the position is less settled than the marketing suggests. Explanation 1 to Section 68 defines “specified securities” to include employees’ stock options, so a company cash-settling vested options in bulk is arguably running a buyback of specified securities under Section 68(5)(c), which reads a company’s power to buy back securities issued under an employee stock option scheme into the general buyback provision. Some practitioners treat a surrender as a scheme-level cash settlement clause needing no separate Section 68 compliance, on the basis that no share is ever issued or purchased; others take the more cautious view that Explanation 1 pulls it into Section 68 regardless, given the reserves and threshold tests are there precisely to protect the company’s capital base from being used to buy out its own equity claims, however structured. A founder choosing this route should confirm with counsel which reading their board is comfortable defending, since the answer changes whether the free reserves test in Table 2 below applies to a surrender program at all.

An ESOP trust suits companies planning more than one liquidity event, since the trust becomes a standing vehicle rather than a one-off transaction structure. This article focuses on when the trust route earns its extra setup cost against the alternatives; the mechanics of forming and running one are covered separately below.

A tender or secondary sale to an incoming or existing investor is the most common route during a fundraise, because the investor is already writing a cheque into the company and can extend a parallel offer to employees at the same valuation. Mechanically it is simpler than either a buyback or a trust acquisition: no Section 68 threshold or reserves test applies, since the company is not the buyer. The employee, having already exercised, transfers registered shares by executing Form SH-4, the standard share transfer instrument, which attracts stamp duty of 0.25 percent of the consideration under the Indian Stamp Act, 1899. Two things routinely slow this route down that founders do not anticipate. First, most shareholders’ agreements carry a right of first refusal in favour of existing investors or the company, so each participating employee’s shares typically need a ROFR waiver from those parties before the transfer can close, and chasing dozens of individual waivers can take longer than the rest of the transaction combined. Second, if the buyer is a non-resident, the transaction needs the FEMA pricing certification and FC-TRS filing described later in this article, layered on top of the ROFR process rather than instead of it.

A continuous or evergreen program is not a separate legal mechanism. It is a buyback, surrender or trust structure that a board commits to running on a recurring schedule, usually annually or biannually, so that employees can plan around defined liquidity windows rather than waiting for an ad hoc announcement. The practical advantage is less about the mechanism and more about the standing infrastructure: a company that has already built a trust deed, a valuation calendar, and a documented eligibility policy for its first event can run the second and third events in a fraction of the time, since only the pricing, the participant list and the board approval need to be refreshed each cycle.

What conditions must a company satisfy before a Section 68 buyback?

A company buyback under Section 68 of the Companies Act, 2013 needs board approval for a buyback up to 10 percent of paid-up equity and free reserves, or a special resolution for anything up to 25 percent, funded only from free reserves, the securities premium account or proceeds of a fresh share issue of a different kind, with post-buyback debt not exceeding twice equity and no second buyback within one year of the last one.

Table 2: Section 68 buyback thresholds

For most Series B and C companies, an employee liquidity buyback stays well under the 10 percent board-approval threshold, which is precisely why it is the fastest route to execute when the company has the cash. The more common obstacle is not the size cap but the free reserves test: a company that has raised primarily through equity and has thin retained earnings may not have enough distributable reserves to fund even a modest buyback, which pushes founders toward the trust or secondary sale route instead.

Table 2 reflects the law as it stands today. The Corporate Laws (Amendment) Bill, 2026, introduced in the Lok Sabha in March 2026 and now past its Joint Parliamentary Committee review as of August 2026, proposes to let prescribed classes of companies buy back beyond the current 25 percent ceiling, alongside formally recognising RSUs and stock appreciation rights under Section 62(1)(b). Neither change is law yet. A founder sizing a program against the current 25 percent cap should treat that number as fixed for now, but should not be surprised if it moves once the Bill clears Parliament and receives assent.

What is the step-by-step process for an unlisted company’s buyback?

Rule 17 of the Companies (Share Capital and Debentures) Rules, 2014 sets out a fixed sequence for a private or unlisted public company’s buyback, running from board approval through to the shares being physically extinguished, and skipping a step or misordering the paperwork is the most common reason a first-time buyback slips its announced timeline.

Table 3: Section 68 buyback procedure for a private or unlisted public company

Two conditions run alongside this timeline rather than as separate steps. The company cannot make a fresh issue of the same kind of security for six months after the buyback, other than to satisfy existing obligations such as bonus issues or option conversions, and it cannot withdraw the offer once the Letter of Offer has been dispatched. Both catch founders who treat the announced buyback size as provisional; once Step 6 happens, it is effectively locked.

When does an ESOP trust route earn its setup cost?

Section 67(1) of the Companies Act, 2013 generally prohibits a company from financing the purchase of its own shares, but Section 67(3)(b), read with Rule 16 of the Companies (Share Capital and Debentures) Rules, 2014, carves out an exception for a trust created to hold shares for the benefit of employees. The company lends money to the trust, the trust acquires shares (from the company, from existing shareholders, or both), and the trust transfers shares to employees as they exercise or as liquidity events occur.

The trust route makes sense once a company expects to run more than one liquidity event, because the trust becomes a reusable vehicle rather than a transaction structure built and dismantled each time. It is also the route most pre-IPO companies migrate to, because a single trust holding a consolidated share pool is far easier for investors and underwriters to diligence than dozens of individual employee shareholdings scattered across a cap table. Note that the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 mandate a compensation committee for listed companies and cap a listed company’s trust at acquiring no more than 2 percent of paid-up equity in a single financial year, with an aggregate ceiling of 5 percent across its ESOP, purchase and stock appreciation right schemes combined; an unlisted startup running a trust is bound by Rule 16 and the Companies Act, not by these SEBI caps, until it approaches a listing, at which point the trust’s accumulated holding needs to be checked against them well before the draft red herring prospectus stage.

Setting up the trust deed, the special resolution disclosures Rule 16 requires, and the loan documentation between company and trust is a distinct workstream from deciding to run a liquidity program in the first place. Treelife’s dedicated guide to ESOP trust setup in India and its comparison of the direct route versus the trust route walk through that execution and the underlying choice in full; this article stops at the decision point of whether the trust route is the right one to build.

How is a liquidity program priced, and why does it sometimes need two valuations?

This is where most first-time liquidity programs lose weeks they did not budget for. An unlisted company’s shares need a fair market value certified by a SEBI Category I merchant banker, a requirement carried forward from Rule 3(8) and 3(9) of the Income-tax Rules, 1962 into Rule 15(6) and 15(7) of the Income-tax Rules, 2026 once the Income-tax Act, 2025 took effect on 1 April 2026, for the perquisite and capital gains computation, and that certificate is only valid for 180 days from the date of exercise or transfer. A chartered accountant’s certificate does not satisfy this requirement; that route was closed off for unquoted shares back in 2018. If any buyer in the program is a non-resident, including an NRI employee or a foreign secondary investor, the transfer price must additionally satisfy Rule 21 of the Foreign Exchange Management (Non-Debt Instruments) Rules, 2019, which requires an internationally accepted pricing methodology on an arm’s length basis, certified independently for FEMA purposes.

These two certificates answer different questions for different regulators, and a program with even one NRI or foreign-investor participant should budget for both rather than assume the income-tax FMV covers FEMA as well. Treelife’s dedicated guide to ESOP valuation services in India sets out all four valuation triggers across a scheme’s life, who is authorised to sign each report, and the buyback-specific valuation package in full; this article does not repeat that depth. Treelife’s guide to FC-TRS filing covers the FEMA pricing bands and the 60-day reporting timeline for resident-to-non-resident and non-resident-to-resident transfers.

How is the money taxed, and does it matter whether the company buys back or an investor does?

An ESOP liquidity program creates two separate tax questions that founders frequently conflate. The first is what tax the participating employee pays on the sale proceeds, which follows the standard two-stage ESOP taxation framework, perquisite tax at exercise and capital gains tax at sale, regardless of which structuring route is used. Treelife’s guide to ESOP taxation in India covers that computation, the applicable capital gains rate on unlisted shares after the Budget 2024 amendment, and the startup TDS deferral available to eligible employees in full, and this article does not repeat it. Note that the deferral, previously Section 192(1C) of the Income Tax Act, 1961, now runs under Section 392(3) read with Section 289(3) of the Income-tax Act, 2025 for shares allotted on or after 1 April 2026, with the deferral window widened from 48 to 60 months from the end of the relevant tax year.

The second question, specific to the company buyback route, is how the company itself is taxed on the transaction, and this is where the answer has changed twice in eighteen months and matters directly to the buyback-versus-secondary-sale decision. Until 30 September 2024, the company paid buyback distribution tax under the erstwhile Section 115QA at an effective rate of approximately 23.3 percent, and the shareholder received the proceeds tax-free. The Finance (No. 2) Act, 2024 shifted the entire burden to the shareholder for buybacks paid between 1 October 2024 and 31 March 2026, treating the full consideration as a deemed dividend with no deduction for cost of acquisition, which made a buyback materially more expensive for participating employees during that window. From 1 April 2026, the Income-tax Act, 2025 restores capital gains treatment for the shareholder, under the renumbered dividend and capital-gains provisions, allowing the cost of acquisition to be deducted again. Since the current financial year runs under this restored regime, a company buyback executed today is taxed far closer to a secondary sale than it would have been eighteen months ago, which reopens the buyback route as a genuinely competitive option for founders who ruled it out in 2025. Treelife’s dedicated guide to buyback tax in India sets out the full three-phase history and worked computation.

Illustration: the same buyback, three tax outcomes. An employee holds 5,000 shares bought back at ₹500 per share, a total consideration of ₹25 lakh, with an original cost of acquisition of ₹50,000 (5,000 shares at ₹10 exercise price). Before 1 October 2024, the employee received the full ₹25 lakh tax-free, since the company alone bore the buyback distribution tax. Between 1 October 2024 and 31 March 2026, the entire ₹25 lakh was taxed as deemed dividend at the employee’s slab rate, with the ₹50,000 cost surviving only as a capital loss carried forward against other capital gains, not deducted from this transaction. On or after 1 April 2026, the employee is taxed on capital gains of ₹24.5 lakh (₹25 lakh less the ₹50,000 cost), at the applicable capital gains rate rather than the slab rate, a materially better outcome than the intervening regime and one that narrows, though does not eliminate, the tax gap between a company buyback and a straightforward secondary sale to an investor. This illustration is simplified to isolate the regime change; it does not factor in surcharge, cess, or the employee’s other income for the year, which a specific case requires modelling separately.

What FEMA filings does a program trigger with foreign or NRI participants?

Any transfer between a resident and a non-resident under a liquidity program, whether the buyer is a foreign secondary investor or the seller is an NRI employee, requires a Form FC-TRS filing with the Authorised Dealer bank within 60 days of the transfer or the receipt of consideration, whichever is earlier, in addition to the pricing certification described above. Missing this filing does not void the transaction, but it exposes both parties and the company to compounding proceedings under the Foreign Exchange Management Act, 1999 if flagged later, typically at a company’s next funding round when investor counsel reviews historical FEMA compliance as part of due diligence.

Which route fits which situation?

The five routes solve different problems, and most founders are choosing among two or three of them rather than all five. This table maps common company situations to the route that typically fits best, though the balance sheet and cap table checks described throughout this article should still be run before committing.

Table 4: Matching a company’s situation to a structuring route

How should a founder design the terms of a liquidity program?

The legal structure is only half the design. The commercial terms decide whether employees experience the program as a genuine benefit or as a source of resentment among those left out.

• Eligibility: current employees only, or former employees too. Excluding recently departed high performers is a common source of ill will and occasionally litigation over leaver clauses.
• Participation cap: most Indian programs cap individual participation between 20 and 35 percent of an employee’s vested holding, preserving upside for the eventual exit while still delivering meaningful cash now.
• Pricing basis: the last priced round, a fresh Rule 3 merchant banker valuation, or a negotiated discount to reflect illiquidity. State the basis in the program document rather than leaving it to case-by-case negotiation.
• Funding source and route: buyback, surrender, trust or investor-funded secondary, decided against the balance sheet test, the situation table above, and the stage considerations described throughout.
• Cadence: one-time event or a committed multi-year schedule. A committed schedule, communicated in advance, does more for retention than a single surprise event of the same size.
• Tax withholding responsibility: confirm in writing whether the company, the trust, or an escrow or paying agent is responsible for deducting TDS on the perquisite and remitting it, before the first payment goes out rather than after.
• Documentation: a program letter or FAQ for employees, distinct from the formal Letter of Offer or SPA, that explains in plain language what they receive, when, and what tax they should expect, reduces the volume of individual queries HR fields during the offer window.
• Governance sign-off: who approves individual participation and disputes, typically the compensation committee where one exists. Treelife’s governance guide to the ESOP compensation committee sets out how that authority should be structured. For the broader administrative lifecycle of a scheme beyond a single liquidity event, see Treelife’s guide to ESOP compliance in India.

Common mistakes that cost founders time and money

Running the buyback before checking free reserves. A board announces a program, then discovers during execution that distributable reserves under Section 68 do not cover the intended size, forcing a scaled-down or delayed rollout that damages employee trust more than not offering the program at all.

Using one valuation for both income tax and FEMA. Founders frequently assume the merchant banker’s Rule 3 certificate prepared for the ESOP exercise will also satisfy Rule 21 for a foreign buyer. It often does not, and a mismatch discovered after the transfer has closed is far more expensive to fix than commissioning a second certificate upfront. Treelife’s guide to ESOP valuation services in India sets out which certificate covers which purpose.

Missing the FC-TRS window. The 60-day filing clock starts running the moment funds move, not when the paperwork is finalised. Programs with NRI participants routinely miss this because the FEMA filing sits outside the HR or finance team’s usual workflow.

Treating buyback tax as fixed. A founder who priced a program against the 2024 to 2026 deemed-dividend regime and shelved a buyback as too expensive for participating employees should revisit that decision now that the Income-tax Act, 2025 has restored capital gains treatment from 1 April 2026.

No written eligibility or participation policy. Ad hoc, board-level decisions on who participates and at what percentage invite disputes the moment word spreads that two similarly placed employees received different terms.

Chasing ROFR waivers after announcing a secondary sale. A tender offer that depends on a right of first refusal waiver from every existing investor can stall for weeks if that consent process starts after the offer is already communicated to employees rather than before.

Underestimating the six-month fresh-issue lock after a buyback. A company that completes a buyback and then needs to issue fresh shares for an unrelated reason, a new ESOP grant tranche included, within six months finds itself needing a specific carve-out analysis rather than a straightforward allotment.

FAQs on ESOP Liquidity Programs for Startups

Q: Is an ESOP liquidity program the same as an ESOP buyback? 
A: No. A buyback under Section 68 is one of five ways to structure a liquidity program; the others are an ESOP surrender, the ESOP trust route, a tender or secondary sale to an investor, and a continuous program built on any of the first three mechanisms.

Q: What is the difference between an ESOP surrender and an ESOP buyback? 
A: A surrender lets an employee give up vested but unexercised options directly for net cash, without paying the exercise price or ever receiving shares, while a buyback repurchases shares the employee already holds after exercising; both draw on company reserves and both can arguably fall within Section 68’s definition of specified securities, which is why the free reserves and threshold tests should be checked for a surrender program even though it is often marketed as a lighter alternative.

Q: What tax does an employee pay when they participate in a company buyback today? 
A: For buybacks paid on or after 1 April 2026, the Income-tax Act, 2025 taxes the shareholder on capital gains, with cost of acquisition deductible, restoring the pre-2024 treatment after the intervening deemed-dividend regime.

Q: How much does it typically cost to structure an ESOP liquidity program? 
A: Advisory fees are usually structured around the valuation exercise, trust setup where relevant, and FEMA compliance workstreams, rather than as a percentage of the transaction size; ask for a fixed-fee structuring quote rather than an open-ended retainer.

Q: How long does it take to run a liquidity program end to end? 
A: A straightforward buyback for a resident-only employee base can close in four to six weeks from board approval; a program with trust setup or non-resident participants typically runs eight to twelve weeks once valuation and FEMA filings are factored in.

Q: What documents does the company need before starting? 
A: The most recent cap table, the last Rule 3 merchant banker valuation report, board and shareholder resolution templates, the ESOP scheme document, and a list of participating employees with residency status flagged.

Q: Do NRI employees need separate approval to participate? 
A: They do not need separate government approval under the automatic route for most sectors, but the transaction must satisfy FEMA pricing under Rule 21 of the NDI Rules, 2019 and be reported through Form FC-TRS.

Q: Can founders or promoters participate in a liquidity program? 
A: Promoters and directors holding a large equity stake are typically excluded from ESOP schemes in the first place under standard scheme design, so the question rarely arises for the ESOP pool itself; any separate promoter liquidity is structured independently and carries its own governance considerations.

Q: How does the DPIIT startup recognition affect a liquidity program? 
A: DPIIT recognition itself does not change buyback or trust mechanics, but combined with Section 80-IAC eligibility it is what makes an employee eligible for the TDS deferral on ESOP perquisite tax, now run under Section 392(3) read with Section 289(3) of the Income-tax Act, 2025 for shares allotted on or after 1 April 2026, worth checking before assuming standard TDS timelines apply.

Q: What happens if the liquidity event falls through after being announced? 
A: A withdrawn or reduced program after announcement is a retention risk more than a legal one; the fix is running the reserves and valuation checks described above before any internal communication commits to a specific size or date.

Q: How is the buyer’s side of the transaction structured when an investor purchases the shares? 
A: The investor typically signs a share purchase agreement directly with participating employees or the ESOP trust, the transfer is recorded via Form SH-4, and if the investor is a non-resident, FC-TRS is filed within 60 days of the transfer.

Q: What happens to unexercised options during a liquidity program? 
A: Options that have vested but not been exercised generally need to be exercised first, since a liquidity program transacts in shares, not options; some trust-route programs build in a cashless exercise mechanism to avoid requiring employees to fund the exercise price upfront.

Q: Can a private, unvested-stage startup run a liquidity program at all? 
A: Yes, but it is uncommon before a meaningful funding round or profitability, since both the buyback route’s free reserves requirement and the trust route’s funding mechanism assume the company has surplus capital or credible access to it.

Q: How does a continuous or evergreen program differ operationally from a one-time event? 
A: Operationally, a continuous program requires the same trust or buyback infrastructure built once and reused, with a standing eligibility and pricing policy rather than one negotiated fresh each time, which is why most companies pair a continuous program with the trust route.

Q: Does GST apply to an ESOP liquidity program? 
A: No. Securities, including shares and options, fall outside the definition of goods and services under Schedule III of the Central Goods and Services Tax Act, 2017, so neither a buyback, a surrender, nor a secondary share transfer attracts GST; only advisory or valuation fees paid to third parties carry GST in the ordinary course.

Q: Is stamp duty payable on the transfers in a liquidity program? 
A: A secondary sale or trust transfer executed by way of a physical or electronic share transfer instrument attracts stamp duty of 0.25 percent of the consideration under the Indian Stamp Act, 1899, as amended; a company buyback under Section 68 is generally treated as an extinguishment rather than a transfer and does not attract the same instrument-based duty, though this should be confirmed against the specific state’s stamp legislation.

Q: How long does the Letter of Offer stay open once a buyback is announced? 
A: Rule 17(5) of the Companies (Share Capital and Debentures) Rules, 2014 requires the offer to remain open for a minimum of 15 and a maximum of 30 days from dispatch, and it can only be shortened below 15 days if every member of the company agrees in writing.

Q: Can a director or key managerial person who also holds ESOPs participate in a company buyback? 
A: They can, but Rule 17(1)(j) and (k) require the explanatory statement to separately disclose the aggregate shareholding and trading history of promoters, directors and KMP for the twelve months preceding the board’s buyback approval, and to disclose separately if any of them intend to tender shares, so their participation needs to be flagged in the paperwork rather than folded quietly into the general employee list.

Q: What happens if a buyback or trust offer is oversubscribed? 
A: Rule 17(7) requires the company to accept offers on a proportionate basis once verification is complete, so an oversubscribed buyback scales every participating employee’s allocation down by the same ratio rather than filling on a first-come basis; this should be stated in the program document so employees are not surprised by a partial allocation.

Q: Can a company withdraw or reduce a buyback once the Letter of Offer has been sent? 
A: No. Once the Letter of Offer under Form SH-8 has been dispatched to shareholders, the offer cannot be withdrawn, which is precisely why the balance sheet and reserves checks described earlier in this article need to happen before that dispatch, not after.

Regulatory references

• Section 68, Companies Act, 2013, including Section 68(5)(c) and Explanation 1 (buyback conditions and thresholds, and the inclusion of employees’ stock options within “specified securities”)
• Section 67(1) and Section 67(3)(b), Companies Act, 2013 (prohibition on financial assistance and the employee trust exception)
• Rule 17, Companies (Share Capital and Debentures) Rules, 2014 (buyback procedure, explanatory statement disclosures, declaration of solvency, letter of offer, offer period and verification for private and unlisted public companies)
• Rule 16, Companies (Share Capital and Debentures) Rules, 2014 (conditions for company funding of an employee trust)
• Rule 12, Companies (Share Capital and Debentures) Rules, 2014 (ESOP scheme conditions for unlisted companies)

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