SEBI Reforms Startup Rules: ESOPs, Angel Limits & Co-Investments Eased

In a major push to deepen India’s startup ecosystem and simplify early-stage investing, the Securities and Exchange Board of India (SEBI) has approved a series of targeted regulatory reforms during its 210th board meeting. These measures are designed to enhance capital access, streamline compliance for investors, and make it easier for startups to pursue public listings.

Key Reforms to Strengthen Startup Financing and Listings

1. ESOPs for Founders Now IPO-Friendly

In a move welcomed by startup founders and investors alike, SEBI will now allow Employee Stock Option Plans (ESOPs) granted to founders up to one year prior to filing for an IPO to be retained. This change incentivizes founders to list, enables them to unlock long-term value, and ensures greater clarity and confidence for public market investors.

Why it matters:

Previously, founders had to forgo ESOPs in pre-IPO periods due to regulatory hurdles. With this shift, they can now align long-term ownership goals with public market participation.

2. New Co-Investment Vehicle (CIV) for AIF Investors

SEBI has introduced a dedicated Co-Investment Vehicle (CIV) framework for accredited investors investing alongside Category I and II Alternative Investment Funds (AIFs). This new model aims to streamline co-investment deals by offering:

• Simpler compliance
• Clean cap table management
• Wider deal access for high-net-worth individuals (HNIs)
• More capital flow to promising startups

What changes:

Instead of creating parallel investment structures, investors can now join institutional AIF-led deals in a cleaner, more structured manner—benefiting both startups and backers.

3. Angel Investing Made Simpler, More Credible

To increase trust and efficiency in angel investing, SEBI has updated guidelines for Accredited Investors (AIs). Now, only Accredited Investors can be angel investors under AIF norms, which raises the bar on credibility.

Further, investment limits have been significantly relaxed:

• Old limit: ₹25 lakh to ₹10 crore per startup
• New limit: ₹10 lakh to ₹25 crore per startup

This reform encourages a broader base of credible investors to support early-stage startups with larger cheques and reduced compliance friction.

Why These Reforms Matter

India's startup economy has surged in the past decade, but regulatory complexity has often discouraged startup listings and limited capital flow from credible investors. By enabling:

• Founder wealth creation via retained ESOPs
• Cleaner and faster co-investment paths
• Greater angel investor participation

SEBI is signaling strong institutional support for startup scalability and public market integration.

Industry Reaction

Early responses from startup founders, angel networks, and venture capitalists have been overwhelmingly positive. Many believe these measures will significantly improve investor confidence, unlock long-term capital, and make India’s startup landscape more globally competitive.