The article explores whether company founders should be legally classified as 'promoters' before an Initial Public Offering (IPO). While 'founder' is an informal term, 'promoter' is legally defined and carries specific duties and liabilities. Founders may choose to reclassify themselves as promoters before an IPO to maintain control, signal long-term commitment to investors, and retain crucial pre-IPO incentives like ESOPs.
What is the meaning of the term 'Founders'?
The founder of an institution, organization, or building is the person who got it started or caused it to be built, often by providing the necessary money. In general parlance it means a person who has conceptualized the innovative idea and started a comp
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FAQ :
A promoter is legally defined under the Companies Act and SEBI regulations. It includes individuals named as such in offer documents, those with control over the company's affairs (directly or indirectly), or individuals whose advice the board of directors is accustomed to acting upon.
No, 'founder' is not a defined legal term. It is generally understood as the person who conceptualised and started a company. In contrast, 'promoter' is a defined legal term with associated liabilities and duties.
Founders may reclassify as promoters to consolidate strategic control, signal long-term commitment to investors, retain key incentives like ESOPs, and strategically position themselves as key decision-makers despite ownership dilution.
Control means having the right to appoint the majority of directors or to influence management or policy decisions, either individually or collectively, through shareholding, management rights, or agreements.
Yes, classified promoters can exercise pre-IPO ESOPs granted at least a year before the IPO board decision, which helps address dilution concerns and preserves early-stage incentives.