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To establish an ESOP pool, founders typically allocate about 10-15% of the company’s total shares before fundraising, as this is tax-efficient and helps attract and retain talent with minimal cash outflow. The creation of an ESOP pool leads to dilution of founder and investor shareholding at the time of creation of the pool. Implementing an ESOP pool not only motivates employees by offering them a stake in the company’s success but also aligns their interests with long-term organizational goals. Blog Content Overview - [1 Sample cap table on a fully diluted basis :](#Sample_cap_table_on_a_fully_diluted_basis) - [2 Practical Insights](#Practical_Insights) Often founders are confused about creating an ESOP pool on the [cap table](https://treelife.in/finance/cap-table-for-startups/) when investors require them to create one before making the investment. - An ESOP pool is a set of shares earmarked for the company’s employees – which will be issued to them under ESOP Scheme. - Creation of ESOP pool leads to dilution of founder and investor shareholding at the time of creation of the pool. - The shares forming part of the pool are not issued yet. They are just notionally carved out shares which are represented on the fully diluted cap table of the company. ## Sample cap table on a fully diluted basis : **Shareholder****Pre-ESOP****On creation of ESOP pool**\# of shares% shareholdingFounder 15,00050%Founder 25,00050%ESOP Pool\*––Total10,000100%These are just notional shares and not issued to any employee benefit trust\* We have also created a sample cap table with an [ESOP](https://treelife.in/taxation/understanding-esops-in-india/) pool for your ready reference: Click to know more ## Practical Insights - Founders typically create an ESOP pool of 10-15%. As the company grows and raises rounds of funding, the ESOP pool dilutes to approx. 3-4% - Mature investors usually ask founders to create an ESOP pool before making investment so that their stake does not dilute during later stages of funding - Creation of an ESOP pool only requires passing of a simple board resolution. ### Related posts: 1. [Tax Exemption for Startups in India – Complete Guide to 100% Savings](https://treelife.in/taxation/tax-exemption-for-startups-in-india/ "Tax Exemption for Startups in India – Complete Guide to 100% Savings") 2. [Importance of ITR Filing : All you need to know](https://treelife.in/taxation/importance-of-itr-filing-all-you-need-to-know/ "Importance of ITR Filing : All you need to know") 3. [How U.S. Tariffs on China Could Boost Indian Exports: A Strategic Shift in Global Trade](https://treelife.in/taxation/how-us-tariffs-on-china-could-boost-indian-exports/ "How U.S. Tariffs on China Could Boost Indian Exports: A Strategic Shift in Global Trade") 4. [Taxation of Virtual Digital Assets(VDA) in India – Complete Guide](https://treelife.in/taxation/taxation-of-virtual-digital-assets/ "Taxation of Virtual Digital Assets(VDA) in India – Complete Guide") ###### About the Author ###### Share - Link copied to clipboard! https://treelife.in/taxation/how-to-create-esop-pool/ [ ![share-icon](https://treelife.in/wp-content/themes/treelife/assets/images/vector-black.svg) ](javascript:void(0)) - [ ![mdi_linkedin](https://treelife.in/wp-content/themes/treelife/assets/images/linkedin-black.svg) ](https://www.linkedin.com/shareArticle?mini=true&url=https%3A%2F%2Ftreelife.in%2Ftaxation%2Fhow-to-create-esop-pool%2F&title=How+To+Create+ESOP+Pool "Share on LinkedIn") - [ ![whatsap-share](https://treelife.in/wp-content/themes/treelife/assets/images/whatsap-black.svg) ](https://api.whatsapp.com/send?text=How+To+Create+ESOP+Pool+https%3A%2F%2Ftreelife.in%2Ftaxation%2Fhow-to-create-esop-pool%2F) - [ ![twitter-share](https://treelife.in/wp-content/themes/treelife/assets/images/twitter-black.svg) ](https://twitter.com/intent/tweet?url=https%3A%2F%2Ftreelife.in%2Ftaxation%2Fhow-to-create-esop-pool%2F&text=How+To+Create+ESOP+Pool) - [ ![facebook-share](https://treelife.in/wp-content/themes/treelife/assets/images/facebook-black.svg) ](https://www.facebook.com/sharer/sharer.php?u=https%3A%2F%2Ftreelife.in%2Ftaxation%2Fhow-to-create-esop-pool%2F) ![Rohit Gandhi](https://cdn.treelife.in/2024/09/Rohit-Gandhi.webp) ##### Rohit Gandhi [ ![social-linkedin](https://treelife.in/wp-content/themes/treelife/assets/images/linkedin.svg) ](https://in.linkedin.com/in/rohit-gandhi-ba970517a) ###### Senior Associate | Tax & Regulatory | rohit.g@treelife.in Specializes in financial due diligence, valuations, business structuring, and income tax advisory. Contributes to the Financial Advisory team by helping startups and businesses make informed strategic decisions. ![Jitesh Agarwal](https://cdn.treelife.in/2025/08/JiteshAgarwal-2.jpg) ##### Jitesh Agarwal [ ![social-linkedin](https://treelife.in/wp-content/themes/treelife/assets/images/linkedin.svg) ](https://in.linkedin.com/in/jitesh-agarwal-a9457949) ###### Founder | jitesh@treelife.in Leads the VCFO, finance tax, and regulatory functions at Treelife. Responsible for the firm’s non-operational growth and providing strategic advisory in GIFT City, helping clients navigate complex regulatory landscapes effectively. ## We Are Problem Solvers. And Take Accountability. [TALK TO OUR EXPERTS](https://calendly.com/consulttreelife) ## Related Posts ![International Tax Compliance for Businesses Running Overseas Subsidiaries](https://cdn.treelife.in/2026/06/International-Tax-Compliance-for-Businesses-Running-Overseas-Subsidiaries.jpg) ##### [International Tax Compliance for Businesses Running Overseas Subsidiaries](https://treelife.in/taxation/international-tax-compliance-for-businesses/) An Indian company with one foreign subsidiary has one set of recurring filings to track. An Indian company with three... 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