Key Considerations To Take Note Of When Setting Up ESOP

Employee Share Option Plans (ESOPs) have become a cornerstone for startups in Singapore, serving as a powerful tool to attract and retain top talent. However, implementing an effective Employee Share Option Plan in Singapore requires founders to navigate through a maze of considerations, ensuring compliance with legal requirements, understanding tax implications, and making strategic decisions on exercise prices, allocations, and pool sizes.

Here are the crucial points to consider when establishing an ESOP in the dynamic business landscape of Singapore.

Tax implications

Understanding the tax implications of ESOPs is pivotal for both the company and its employees. In Singapore, ESOP gains become taxable when shares acquired under the plan are sold, making it essential to strategise the timing of these events. Collaboration with tax experts is crucial to decipher the intricacies of tax liabilities associated with ESOPs. By minimising tax burdens, companies can optimise the benefits for both the organisation and its employees.

Setting the exercise price of your ESOP

The exercise price, or strike price, determines how much employees must pay for each option when exercising their vested shares. Striking a balance between a fair valuation and attractiveness to employees is key. The option of setting a nominal exercise price, although unconventional, simplifies the process for ESOP holders, making it financially accessible.

A lower exercise price not only makes ESOPs more competitive but also maximises the financial gains for employees during liquidity events. Choosing a fixed price strategy and avoiding frequent adjustments post-funding rounds maintain transparency and clarity for all stakeholders.

Determining the size of the ESOP pool

The size of the ESOP pool is a critical factor that directly impacts the company’s growth trajectory. Typically, ESOP pools account for 10-15% of the company’s total shares on a fully diluted basis. As the company expands and secures more funding, the ESOP pool grows, allowing for increased staff strength and enticing high-performing talents.

However, maintaining a delicate balance is crucial. While a robust ESOP pool is essential for attracting talent, it should not be significantly larger than foreseeable hiring requirements. A thoughtfully structured ESOP pool ensures that the company retains control without compromising its ownership stakes. 

Deciding on the ESOP allocation

Deciding on the allocation of ESOPs among employees requires a meticulous approach. Factors such as seniority, job function, length of service, and performance should guide these decisions. Additionally, the company’s growth stage plays a vital role in determining the allocation strategy. As the company evolves, ESOP allocation methods may need to be adjusted to ensure fairness and equity among employees.

Balancing the interests of the founding team, employees, and investors is fundamental. It ensures that employees are motivated, and the company’s ownership remains stable, fostering a win-win scenario for all stakeholders.


Setting up an ESOP in Singapore demands careful planning and a deep understanding of legal, financial, and strategic considerations. By addressing compliance requirements, understanding tax implications, setting fair exercise prices, determining an appropriate ESOP pool size, and implementing a judicious allocation strategy, companies can leverage ESOPs to attract and retain the best talent, fostering a culture of innovation and growth in the competitive landscape of Singapore.

At Max Lewis, we provide a plethora of services, from asset-based valuations to transfer pricing services in Singapore. Our firm has been awarded with the Best Business Valuation Consultancy Firm of the Year Award at the Corporate LiveWire Global Awards, as well as the Best Valuation Firm 2022 Award at the APAC Insider Singapore Business Awards, demonstrating our reliable services. Contact us today for tailored solutions that drive your business forward.

*The above represents our views and opinions and does not reflect the position of any entities mentioned.