Govy Blog
ESOP in Nigeria: Why There's No Pool to Reserve, and What Startups Do Instead
A Nigerian startup can offer employees equity, but it can't reserve an "option pool" the way a Delaware company does. The Companies and Allied Matters Act…
2026-11-12Double-Trigger Acceleration: What Happens to Your Equity Outside a Delaware Cap Table
Doubletrigger acceleration means unvested equity only vests early when two separate events both happen: a change of control (the company gets acquired)…
2026-11-11Raise Shut Down. Carta Took Its Place. What African Founders Should Check Before Taking the Free Tier
Raise, the Kenyan platform known as the "Carta of Africa," shut down in September 2025 and its team moved to Carta, which is now pitching a free cap table…
2026-11-10The SAFE Note Template Problem: Why the YC Version Doesn't Travel
A SAFE note template downloaded from Y Combinator's site is written for a Delaware Ccorp raising from a USaccredited investor, and most of what makes it…
2026-11-09ESOP in Pakistan: What Startups Can Actually Offer After the 2021 SECP Rule Change
A Pakistani startup has been able to legally grant employee stock options only since April 2021, when the SECP clarified that private companies — not just…
2026-11-07Cap Table Software for Maghreb Startups: Morocco, Tunisia, and Algeria Aren't One Market
There is no cap table tool built specifically for Morocco, Tunisia, or Algeria, and treating the three as one "Maghreb" market is the first mistake. Each…
2026-11-06Cap Table Software for Jordanian and Lebanese Startups: Two Legal Systems, One Offshore Reflex
Jordan and Lebanon don't share a company law, a currency problem, or an ownership regime — but founders in both countries keep arriving at the same…
2026-11-05ESOP in Saudi Arabia: Why Your Entity Type Decides What You Can Actually Grant
A Saudi startup's ESOP options depend almost entirely on one decision made at incorporation: LLC or Simplified Joint Stock Company (SJSC). An LLC's owners…
2026-11-04Cap Table Software for Francophone African Startups: Equity Under OHADA Law
Every "cap table software for African startups" guide online is written for Lagos, Nairobi, or Johannesburg — company law built on Englishstyle statutes,…
2026-11-03The Cap Table Migration Checklist: What to Export, Verify, and Never Skip
A cap table migration is safe when you reconcile every line against a signed source document before it enters the new platform, not when you trust an…
2026-11-02Carta Launch Alternative: What Actually Happens When You Outgrow the Free Plan
Carta Launch is free until a company crosses 25 stakeholders or $1 million raised — cross either line and Carta moves you to a paid plan, with Build,…
2026-10-31ESOP in the Philippines: The SEC Filing Most Founders Skip, and the 2022 Tax Rule That Changed Everything
A Philippine startup granting stock options from unissued shares needs an SEC exemption under Securities Regulation Code Rule 10.2 before it grants…
2026-10-30ESOP in India: Direct Route vs. Trust Route (and When You Actually Need a Trust)
Most Indian startups should run their ESOP through the direct route, not a trust. Under Section 62(1)(b) of the Companies Act, 2013, the board approves a…
2026-10-29ESOP in Brazil: Why Your Startup Needs an S.A., Not Just an Ltda
A Brazilian startup cannot run a real stock option plan on the Ltda structure almost every founder starts with. Formal option plans are tied to Article…
2026-10-28EquityList Alternative: What It Covers, and What Its Own Saudi Arabia Page Leaves Out
EquityList is an Indiabuilt, AInative cap table and compliance platform now claiming 650+ companies across 16 countries, with regional pricing pages for…
2026-10-27Diligent Equity Alternative: Why a Governance Giant's Cap Table Tool Isn't Built for a Seed-Stage Company
Diligent Equity — formerly EquityEffect, acquired by Diligent Corporation in 2019 — is cap table software built by a company whose core business is…
2026-10-26ESOP Tax in Singapore: The 75% Exemption Most Guides Still Cite Expired in 2024
Stock option and share award gains in Singapore are taxed as employment income when they're exercised or vest, not when they're granted — and since…
2026-10-20ESOP in Mexico: Why Every Startup Cap Table Runs Through a SAPI
Mexico has no ESOP statute. What it has is Article 134 of the Ley General de Sociedades Mercantiles (LGSM), which bans an ordinary sociedad anónima from…
2026-10-19ESOP in Bangladesh: No Dedicated Law, Three Routes Founders Actually Use
Bangladesh has no ESOP statute. Section 58(1) of the Companies Act, 1994 bars any company — public or private — from buying back its own shares except…
2026-10-17Cap Table Software for Pakistani Startups: Why Your HoldCo Isn't a Delaware Flip
A Pakistani startup raising foreign venture capital doesn't do a Delaware flip the way an Indian or Nigerian company does. The State Bank of Pakistan runs…
2026-10-16Trica Alternative: What Trica Equity Covers in India, and Where It Stops Outside It
Trica Equity is a solid, Indiabuilt cap table and ESOP platform — strong on grant digitization, buyback workflows, and investor reporting for a company…
2026-10-15ESOP for Vietnamese Startups: Why an LLC Can't Grant Real Stock Options
Most Vietnamese startups incorporate as a limited liability company, and an LLC has no shares to grant — it has capital contribution portions, a different…
2026-10-14Drag-Along and Tag-Along Rights for Startup Shares: What the UAE Changed in October 2025
Dragalong rights let a shareholder or group holding enough of a company force every other shareholder to sell on the same price and terms when a buyer…
2026-10-13Best Cap Table Software for Startups Outside the US (2026)
There is no single best cap table tool for a nonUS startup — the right pick depends on where you're incorporated and what you need beyond ownership…
2026-10-12SeedLegals Alternative for Founders Outside the UK
SeedLegals is a UK fundinground platform built around SEIS and EIS — British taxrelief schemes that don't exist anywhere else. If your company isn't…
2026-10-10ESOP and SAFE Notes for Indonesian Startups: What UU PT and OJK Actually Require
Indonesia has no SAFE note and no separate stockoption regime. Employee equity has to be issued as real shares under an exemption in Company Law (UU PT…
2026-10-09IFRS 2 Share-Based Payment: What Non-US Startups Actually Have to Expense
If your startup's financial statements are prepared under IFRS — or a local standard based on it, like Ind AS 102 in India, AASB 2 in Australia, or FRS…
2026-10-08Shareworks Alternative for Startups Outside the US
Shareworks by Morgan Stanley is a stock plan administration platform built for large private companies heading toward an IPO and public companies already…
2026-10-07Pulley Is Shutting Down: What Non-US Founders Should Do Before December 8
Pulley is shutting down. The company announced on September 15, 2026 that it will cease operations on December 8, 2026, after seven years spent trying to…
2026-10-06RSU vs Stock Options: Why Most Startups Outside the US Should Skip RSUs Before an Exit
A stock option gives someone the right to buy shares later at today's price; an RSU just promises them the shares outright once it vests, no purchase…
2026-10-05Capboard Alternative for Founders Outside Europe and LATAM
Capboard is a Spainbased cap table and ESOP platform that undercuts Carta and Pulley on price for earlystage teams in Europe, the UK, the US, Canada, and…
2026-10-03409A Valuation Outside the US: What Actually Applies If You're Not a Delaware C-Corp
If your startup isn't a Delaware Ccorp and has no employees who are US taxpayers, you don't need a 409A valuation — 409A is a US Internal Revenue Code…
2026-10-02ESOP Tax in India: The Two-Stage Tax Founders Have to Explain Before They Grant Options
An Indian startup employee who exercises stock options owes tax twice on the same grant: once as salary income at exercise, on the spread between fair…
2026-10-01Exit Waterfall Calculator: Why the Math Breaks Before You Even Open One (For Founders Outside Delaware)
An exit waterfall calculator takes a sale price and runs it down through your cap table in a fixed order: deal costs and debt first, then liquidation…
2026-09-30Cap Table Software for South African Startups: B-BBEE Ownership, Section 8C, and the Exchange Control Question
A cap table tool built for a Delaware Ccorp has nothing to say about three things that actually shape how a South African startup structures equity: BBBEE…
2026-09-29Cap Table Software for Kenyan Startups: The Companies Act 2015 Pool Problem and the 2025 ESOP Tax Change
A cap table tool built for Kenya has to get two things right that a global tool built for Delaware never has to think about: the Companies Act, 2015…
2026-09-28Post-Termination Exercise Period: Why Non-US Startups Keep Copying a Rule They Don't Need
A posttermination exercise period (PTEP) is the deadline for exercising vested stock options after leaving a company — miss it and the options expire, no…
2026-09-26Good Leaver, Bad Leaver: What Actually Happens to a Founder's Shares When They Leave
A good leaver / bad leaver clause is the part of a shareholders' agreement that decides what a departing founder gets paid for their shares, and it turns…
2026-09-25Cap Table Software for Nigerian Startups: The CAMA 2020 ESOP Problem Nobody Warns You About
A cap table tool built for Nigeria has to solve a problem that doesn't exist in Delaware: there is no legal concept of an unissued, reserved option pool.…
2026-09-24Cap Table Software for Egyptian Startups: LLC Quotas, JSC Shares, and What GAFI Actually Requires
A cap table tool built for Egypt has to handle two entity types that don't work the same way: an LLC, where ownership is split into quotas and there's no…
2026-09-23How Much Equity to Give Early Employees (And Why the US Numbers Are a Ceiling, Not a Floor, Outside It)
The mostcited benchmark — from Carta's compensation data and SaaStr's founder surveys — puts a startup's first nonfounder hire at a median of 1.5% of…
2026-09-22Cap Table Software for Kuwait, Qatar, Bahrain, and Oman Startups: Four Ownership Regimes, Not One Gulf Market
There's no single "GCC cap table" because there's no single GCC ownership rule. Kuwait defaults to 51% local ownership unless you route through a separate…
2026-09-21Ebana Alternative: What It Does Well, and Where Saudi and Gulf Startups Outgrow It
Ebana is a Riyadhbuilt equity management platform with a real, specific advantage: it connects directly to Absher, Saudi Arabia's national digital…
2026-09-19Convertible Note Template: The Clauses That Matter and the One a Download Can't Fill In
A working convertible note template needs seven things: the parties and principal amount, an interest rate, a maturity date, a conversion trigger, a…
2026-09-18Down Rounds, Explained: What Happens to Your Cap Table When the Valuation Drops
A down round is a financing round priced at a lower valuation than the company's last round — new money comes in at a lower price per share than old money…
2026-09-17Stock Options for International Employees: What Actually Breaks When Your Team Isn't in One Country
There is no single stock option plan that works the same way in every country. A plan built for a Delaware Ccorp assumes ISOs, Rule 701 exemptions, and a…
2026-09-16ESOPs in the UAE: Why DIFC, ADGM, and Mainland Companies Can't Run the Same Plan
A UAE ESOP looks different depending on where your company is incorporated. DIFC and ADGM freezone companies operate under commonlaw rules built for…
2026-09-15AngelList Stack Alternative: Why It Was Never Built for Non-US Founders — and Now It's Not Taking New Ones
If you searched "AngelList Stack alternative," the short answer is: AngelList's own help center now says it directly — Stack is no longer accepting new…
2026-09-14Pro Rata Rights, Explained: What They Actually Cost You at Series A
A pro rata right lets an investor put more money into your next round to keep the same ownership percentage they already have. It isn't automatic — it's…
2026-09-12Term Sheet Checklist for Founders Outside the US: What Changes When You're Not a Delaware C-Corp
A term sheet checklist has five items that matter in every jurisdiction: the option pool timing behind the headline valuation, the liquidation preference…
2026-09-11Vesting Schedule Template: The 4-Year/1-Year Cliff, Acceleration Triggers, and What Changes Outside the US
A vesting schedule template is a document that sets four things: when vesting starts, how long it runs, when the first shares unlock, and what happens to…
2026-09-10Advisor Equity Agreements: How Much to Give, How to Vest It, and Why the Instrument Changes Outside the US
Most advisors get between 0.1% and 1% of fully diluted equity, vested over one to two years with a short or no cliff — shorter than the standard fouryear,…
2026-09-09Liquidation Preference, Explained: What Founders Outside Delaware Actually Need to Negotiate
A liquidation preference is a term in your investors' preferred share contract that puts them ahead of common shareholders in the payout line when the…
2026-09-08The Investor Update Template Nobody Writes for Founders Outside the US
A good investor update is a headline metric with a trend, two or three specific wins, one honest miss, a cashandrunway line, and a single clear ask — sent…
2026-09-07SAFE Note Stacking: How Multiple SAFEs Actually Dilute Founders (The Cap Table Math Most Guides Skip)
Multiple postmoney SAFEs don't dilute each other — each one locks in a fixed percentage of the company relative to the money that existed when it was…
2026-09-05Shareholders Agreement Template for Startups: What UAE and Saudi Founders Need That a US Template Doesn't Have
A shareholders agreement is the private contract between a company's shareholders that fills the gaps left by its public constitutional documents —…
2026-09-04Cap Table Cleanup Before Fundraising: What Every US Checklist Skips Outside Delaware
Cap table cleanup means reconciling every line on your cap table against a signed document — share certificates, SAFEs, option grants, board and…
2026-09-03Option Pool Size: How Big Should It Be, and Why the Pre-Money Trick Doesn't Work the Same Way Outside the US
Most startups reserve 1015% of fully diluted shares for an employee option pool between seed and Series A, but the right number comes from your hiring…
2026-09-02Vestd Alternative for Startups Outside the UK: Where the UK's Equity Platform Stops
Vestd is built around UK company law — HMRCapproved EMI and CSOP option schemes, twoway Companies House filing, governance rules that default to the…
2026-09-01Cap Table Template: What Every Free One Gets Wrong Outside the US and UK
A cap table template is a spreadsheet that lists every stakeholder in a company, what they own, what instrument they hold it through (shares, options,…
2026-08-22Right of First Refusal on Startup Shares: What Changes Outside Delaware
A right of first refusal (ROFR) gives existing shareholders — usually cofounders, the company, or investors — the option to buy a departing shareholder's…
2026-08-21How to Split Equity Between Co-Founders (When You're Not Defaulting to Delaware)
Split equity by contribution, not by headcount — equal shares if founders join fulltime at the same moment with comparable stakes, weighted shares if one…
2026-08-12Phantom Shares vs Stock Options: Why Jurisdiction Picks for You Outside the US
A stock option gives someone the right to buy real shares at a fixed price later — exercise it, and they become an actual shareholder on your cap table. A…
2026-08-11SAFE vs Convertible Note: The Question Changes Outside the US
A SAFE and a convertible note solve the same problem — letting a startup raise money before anyone agrees on a valuation — and inside the US the choice…
2026-08-10Ledgy Alternative for Startups Outside Europe: What Ledgy Doesn't Cover
Ledgy is a Swissbuilt equity management platform designed around European compliance — UK EMI option schemes, French BSPCE, German RSU rules, IFRS 2…
2026-08-08Mantle Alternative for Startups Outside the US and Canada: What Mantle Doesn't Cover
Mantle is a flatrate, AIassisted cap table tool built specifically for US and Canadian Ccorporations — it doesn't support LLCs, and its own 2026 buyer's…
2026-08-07Eqvista Alternative: Why the Free Tier Gets Expensive, and What It Never Covers Outside the US
Eqvista is a legitimate, lowcost cap table and 409A tool built for US companies — free up to 20 shareholders, then $2 per shareholder per month. The catch…
2026-08-06General Assembly Minutes Template for Startups: Saudi Arabia and the UAE
A general assembly is the meeting where shareholders — not the board — approve decisions that change the company itself: capital increases, bylaw…
2026-08-05Qapita Alternative: What It Covers for South/Southeast Asian Startups, and Where It Stops at Your Border
Qapita is a genuinely strong cap table and ESOP platform for startups incorporated in India or Southeast Asia — it's purposebuilt for that region, not a…
2026-08-04Board Resolution Template for Startups: Why the Free Word Doc Isn't the Hard Part
A board resolution is the dated, signed record of a decision your board of directors made — approving a stock option grant, authorizing a new share…
2026-08-03Founders Agreement Template for Saudi Arabia: Why the US Versions Don't Fit
A founders agreement in Saudi Arabia needs the same core terms as anywhere — equity split, vesting, IP assignment, departure mechanics — but the document…
2026-08-01Cap Table Software for Australian and New Zealand Startups: Why the Tasman Splits the Answer
The best cap table software for an Australian or New Zealand startup depends on which side of the Tasman Sea the entity is actually incorporated in — the…
2026-07-31CapQuest Alternative: What It Covers for MENA Startups, and What It Doesn't
CapQuest is a Dubai and Parisbased cap table and ESOP platform for MENA startups, founded in 2023 — not the unrelated UK debtcollection firm of the same…
2026-07-30Cap Table Software for Japan, Korea, and Taiwan Startups: One Region, Three Stock Option Rulebooks
There's no single "East Asia" cap table rulebook, because Japan, Korea, and Taiwan run equity compensation through three separate statutes with three…
2026-07-29Cap Table Software for Turkey and Central Asia: Why an A.Ş., an AIFC Company, and an IT Park Resident Aren't One Entity
There's no single cap table tool built for "Turkey and Central Asia" because there's no single entity type underneath that phrase. A Turkish A.Ş. grants…
2026-07-28Cap Table Software for Canadian Startups: What the Delaware Flip Costs You in CCPC Tax Benefits
A CanadianControlled Private Corporation gets real tax advantages on employee stock options a Delaware Ccorp doesn't: deferred taxation until shares are…
2026-07-27Cap Table Software for South Asian Startups: Why India, Pakistan, and Bangladesh Aren't One Market
Search "cap table software" from Bangalore, Karachi, or Dhaka and the results converge on the same handful of Indiabuilt tools — Trica, EquityList, Qapita…
2026-07-25Cap Table Software for Latin American Startups: Why Carta and Pulley Don't Know What an SAPI Is
Carta and Pulley are built around a single legal entity: the Delaware Ccorp. A Latin American startup usually isn't one — it's a Brazilian Ltda, a Mexican…
2026-07-24Cap Table Software for European Startups: Why EMI, VSOP, and BSPCE Aren't the Same Problem
There isn't one cap table tool built for "Europe" the way Carta is built for Delaware, because Europe isn't one jurisdiction. A UK EMI option, a German…
2026-07-23SAFE Agreements in the UAE: Why Mainland and Free Zone Aren't the Same Deal
A SAFE is enforceable in the UAE if your company is incorporated in ADGM or DIFC — both are commonlaw free zones that permit the share classes a SAFE…
2026-07-22Cap Table Spreadsheet Errors: What Actually Goes Wrong (and When to Stop Trusting Excel)
The most common cap table spreadsheet error is counting the option pool twice — once as reserved shares, once again as issued shares once grants go out —…
2026-07-20ESOP Without Lawyers: What Actually Needs Legal Review (and What Doesn't)
You need a lawyer once to set up an option pool — to size it, pick the instrument type, and make sure it fits your jurisdiction and existing cap table.…
2026-07-13The Best Visible.vc Alternative for Funds and Accelerators Outside the US
Every fund that has ever asked twenty portfolio companies for their monthly numbers knows the real cost isn't the spreadsheet. It's the chase. Visible.vc…
2026-07-10Looking for a Cake Equity Alternative? Here's Where Cake Stops Outside the US, UK, and Australia
Cake Equity built a real reputation on being the unCarta: transparent pricing, a cleaner interface, and crossborder option pools that don't assume every…
2026-07-08Looking for a Pulley Alternative? Here's What Actually Breaks Outside the US
If you're searching "Pulley alternative," you're probably not unhappy with Pulley's cap table modeling. It's good. Clean scenario planning, a sane UI, and…
2026-07-06Cap Table Software for Southeast Asian Startups: What a Singapore Holdco Doesn't Solve
You started the company in Jakarta, Ho Chi Minh City, or Manila. Then a seed investor's term sheet showed up with a structure attached: incorporate a…
2026-07-03Your Cap Table Split in Two: Equity Management After the Delaware Flip
You didn't start out to be a Delaware company. You started out to build something in Lagos, or Nairobi, or Accra. Then a lead investor's term sheet showed…
2026-07-02Google Drive or a Data Room You Can't Afford: The Choice Nobody Should Have to Make
Search "investor data room" and you get the same article forty times over: a checklist of folders. Corporate documents. Cap table. Financials. IP. Team…
2026-06-28Your Cap Table Tool Is Not Enough
At some point in the last twelve months, you set up a cap table in a spreadsheet or a tool, entered your cofounders, logged the first SAFE, and moved on.…
2026-06-28The Best Carta Alternative for Global Founders
Most "Carta alternative" articles have the same problem: they list Pulley, Eqvista, Capboard, and Cake Equity, rank them by price, and move on. Every…
2026-06-28Cap Table Software for MENA Startups: What to Look For
If you search "cap table software" from Riyadh or Dubai, you'll find detailed reviews of Carta, Pulley, Eqvista, and Cake Equity. Each one is built around…