Startup Forms: Founder's Stock Purchase

General Guidelines for Forms

As a general matter, you should not make substantive changes to any of the forms included in the Startup Forms Library without checking with your legal counsel. We are constantly improving and updating our forms to keep up with developments in the law and in what's "standard" in the market. As such, you should check here periodically to determine whether you have the latest forms available.

Common Stock Purchase Agreement (with Vesting)

This agreement allows the founders to document their initial ownership in the Company, including standard transfer restrictions and any vesting provisions with respect to their shares.

Common Stock Certificate

This certificate is used to document each stockholder’s capital stock and includes important legends regarding, among other things, restrictions on transfer, etc.

Notice of Issuance of Uncertificated Common Stock

This notice of issuance is used by companies that decide to “go certificate-less” and issue uncertificated securities to notify each stockholder of its capital stock and includes important legends regarding, among other things, restrictions on transfer, etc.

Capitalization Table

This Excel file is a template for keeping track of a very sophisticated capitalization structure that will not immediately be applicable to a new start-up company that does not yet have several rounds of preferred stock financing under its belt. It is designed, however, to be used from day one, and the advanced features will be there when you need them.

Stock Ledger

This document allows you to record every stock certificate issued by the Company in the numerical order of the stock certificate numbers. If a stock certificate is cancelled or transferred, such transactions should be recorded in the Stock Ledger. This will be the history for each stock certificate sorted by number. You should discuss with your counsel whether the Company or counsel should maintain the "official" stock ledger.

83(b) Election Form

Many founders wish to make an 83(b) election in order to preserve possible future taxation benefits. A Section 83(b) election is an election to include in income the value of property which is subject to a substantial risk of forfeiture, such as a Company repurchase right in the purchase agreement, which repurchase right lapses over time as a founder provides services to the Company. Because the stock is subject to a substantial risk of forfeiture, the founder does not have to pay tax on his receipt of the stock until it vests. Often a founder may make a Section 83(b) election to pay tax on the value of the stock today because its value is lower than it is expected to be when it the repurchase right lapses, or because the founder paid full value for it at the time of purchase so the Section 83(b) election incurs no additional current tax. The making of the Section 83(b) election also starts the founder's capital gains holding period. Access additional information about making the election.

25102(f) Notice

Companies selling stock must comply with state and federal securities laws. Non-compliance can lead to lawsuits by investors and civil or even criminal prosecution by government agencies. Frequently the offering is structured to fit within exemptions to the laws that generally require registration of the securities. A common exemption for securities sold to founders in California is found in Section 25102(f) of the Corporations Code.