Is an investor of a startup subjected under a vesting schedule?
"Recently, I asked about what the company valuation is and how many   shares does my 4% represent.CFO told me that there is no point to talk   about ""shares"" or ""stock"" since the company is not public. Is it   right? No, it is wrong. Shares and stocks exist regardless of how they can be traded. Once a company is formed, there are stocks that belong to the owners in the proportion of the ownership. They may not exist physically, but they do exist on paper. As an owner of 5% of the company, you own 5% of the company stocks. I asked if my investor portion equity will be subjected under a   vesting schedule, CFO said yes. That doesn't make sense to me, because   I bought those 4%? Aren't those supposed to be fully vested? I agree   to my employee equity to be vested. Doesn't make sense to me either, since your money is already in their pocket. But I'm not sure if its illegal. If that's what is written in the signed contract - then may be its possible to have that situation. But it doesn't make much sense, because these shares are granted to you in return to your money, not some potential future work (as the 1% employee's portion). You already gave the money, so why wouldn't they be vested? Best to read the contract upon which you gave them your money, I really hope you have at least that and not just gave them a check...." As a start-up, the initial shares can be given at various price points. So essentially they can give someone a larger percentage based on the same amount earlier, and lesser percentage to someone else for the same amount. As its a start-up the valuations can be very tricy and what matters is that whether you believe the percentage you got for the amount is right or not.   It is very important to note that when you have been given an ownership in the company, how that is designated. Is it in absolute number of shares or is it in terms of percentage based on the existing shares. For example you maybe given 100 shares, without any qualification. Or you maybe given a 5% stake in the paid-up capital, that translates to 100 shares. It is always better to hold the shares in % of the total shares. Also read the contract, any dilution should require your approval. Normally start-ups once the valuation starts to go up, start creating more shares and sell these to private equity or create more shares and give it as a bonus to promoters. Hence in both cases your holding will keep getting diluted. There is a related quesiton If a startup can always issue new shares, what value is there to stocks/options?
No chance. First off, unless the company provides audited financials (and they don't from what I can tell), there is no way I'm tinkering with a bunch of small business owners. Transparency is a substantial part of investing and this actually exempts or excludes these companies, from what I can tell. "The main thing is the percentage of the company represented by the shares. Number of shares is meaningless without total shares. If you compute percentage and total company value you can estimate the value of the grant. Or perhaps more useful for a startup is to multiple the percentage by some plausible ""exit"" value, such as how much the company might sell for or IPO for. Many grants expire when or soon after you leave the company if you don't ""cash out"" vested shares when you leave, this is standard, but do remember it when you leave.  The other major thing is vesting. In the tech industry, vesting 1/4 after a year and then the rest quarterly over 3 more years is most common." **Lock-up period**  A lock-up period, also known as a lock in, lock out, or locked up period, is a predetermined amount of time following an initial public offering where large shareholders, such as company executives and investors representing considerable ownership, are restricted from selling their shares. Generally, a lock-up period is a condition of exercising an employee stock option. Depending on the company, the IPO lock-up period typically lasts between 90–180 days before these shareholders are allowed the right, but not the obligation, to exercise the option.  Lockups are designed to prevent insiders from liquidating assets too quickly after a company goes public.  ***  ^[ [^PM](https://www.reddit.com/message/compose?to=kittens_from_space) ^| [^Exclude ^me](https://reddit.com/message/compose?to=WikiTextBot&amp;message=Excludeme&amp;subject=Excludeme) ^| [^Exclude ^from ^subreddit](https://np.reddit.com/r/business/about/banned) ^| [^FAQ ^/ ^Information](https://np.reddit.com/r/WikiTextBot/wiki/index) ^| [^Source](https://github.com/kittenswolf/WikiTextBot)   ^] ^Downvote ^to ^remove ^| ^v0.24 First of all, I've raised VC money before so I have experience in this area. The other commenter who said they'll only cause trouble is wrong, as a general statement. Some may, but that just means you've chosen your investors poorly. Choosing an investor is a very important decision and you should choose someone who you think will be able truly add value to your business, rather than just someone who is willing to write a check. Cultural alignment is important, and having a shared set of goals and timelines for the business is important.   That said, no one here is going to be able to tell you how to structure your deal because it varies so much based on the business. In general I think it's a good idea to only take money when you need it and have a solid plan for how you're going to use it. Every time you take money you're diluting your ownership and reducing your long-term upside. Keep in mind that, as the other commenter said, if you take a deal now that means that you maintain 51% and then you take more money in the future, that 51% will be diluted further. That said with more investors in the mix you still are likely to be the largest shareholder, but again, that depends on how the deals are structured.   My advice: seek out as much advice from as many sources as you can. And hire a good law firm to handle your financing transaction because their advice is invaluable as you negotiate terms. Finally, you should have more conditions than just retaining 51% ownership -- there are a lot of terms that get baked into these deals that have an impact on the long-term upside. Learn those terms. Do a bunch of googling and a bunch of reading. And ask for more advice. :) I assume I can/will need to file an 83(b) election, in order to avoid   tax repercussions? What exactly will this save me from? 83(b) election is for restricted stock grants, not for stock purchases. For restricted stocks, you generally pay income tax when they vest. For startups the price difference between the time of the grant and the time of the vesting can be astronomical and by choosing 83(b) you effectively pay income tax on the value of the grant instead of the value of the vest. Then, you only pay capital gains tax on the difference between the sale price and the grant value when you sell. In your case you're exercising an option, i.e.: you're buying a stock, so 83(b) is irrelevant. What you will pay though is the tax on the difference between the strike price and the stock FMV (unless the stocks you end up buying are restricted - which would have been the case if you exercised your options early, but I don't think is going to be the case now). What steps should I take to (in the eyes of the law) guarantee that   the board has received my execution notice? The secretary of the board   is a notorious procrastinator and can be very unorganized. You should read what the grant contract/company policy says on that. Ask the HR/manager. Usually, a certified letter with return receipt should be enough, but you should verify the format, the address, and the timeframe. Katherine from Betterment here.  I wanted to address your inquiry and another comment regarding our services.  I agree with JAGAnalyst - it's detrimental to your returns and potential for growth if you try to time the market.  That's why Betterment offers customized asset allocation for each portfolio based on the nature of your goal, time horizon, and how much you are able to put towards your investments.  We do this so regardless of what's happening in the markets, you can feel comfortable that your asset allocation plus other determining factors will get you where you need to go, without having to time your investing.  We also put out quite a bit of content regarding market timing and why we think it's an unwise practice.  We believe continuously depositing to your goal, especially through auto-deposits, compounding returns, tax-efficient auto-rebalancing, and reinvesting dividends are the best ways to grow your assets. Let me know if you would like additional information regarding Betterment accounts and our best practices.  I am available at buck@betterment.com and am always happy to speak about Betterment's services. Katherine Buck, Betterment Community Manager What you are describing does not sound like an investment; it sounds like a loan. An investment involves you putting up a stake and sharing in the profits or losses of the business - there is no guarantee you will get your money back. A loan involves you putting up money for which you will receive interest and principal repayment in accordance with an agreed schedule - you get this irrespective of how the business is performing. Also, is the arrangement with your friend or his company? They are different legal entities and your risk profile is different in both cases. Whatever the arrangement you need to sign a contract which details all the terms and conditions - how much you will pay, to whom and when; how much you will get back, from whom and when; a method for resolving disputes; what happens in the event of insolvency or bankruptcy; what happens if someone breaks the terms of the contract; if your payout depends on the value of the business at some future date, how it is to be valued; etc. etc. Two points: I am not a lawyer, I am not your lawyer. It's interesting these days, I see a lot of daily deals startups taking investor money and inevitably failing...  It's a long con the other way, too - a steady paycheck for a few years with the knowledge that no amount of effort will save the company because the entire concept is wrong. Pivoting ten or twelve times just to suck more cash out of the gullible... I don't know the legal framework for RSUs, so I'm not sure what is mandatory and what is chosen by the company issuing them. I recently reviewed one companies offering and it basically looked like a flat purchase of stock on the VEST date. So even if I got a zillion shares for $1 GRANTED to me, if it was 100 shares that vested at $100 on the 1st, then I would owe tax on the market value on the day of vest. Further, the company would withhold 25% of the VEST for federal taxes and 10% for state taxes, if I lived in a state with income tax. The withholding rate was flat, regardless of what my actual tax rate was. Capital gains on the change from the market value on the VEST date was calculated as short-term or long-term based on the time since the VEST date. So if my 100 shares went up to $120, I would pay the $20 difference as short term or long term based on how long I had owned them since the VEST. That said, I don't know if this is universal. Your HR folks should be able to help answer at least some of these questions, though I know their favorite response when they don't know is that you should consult a tax professional. Good luck. As it stands equity contracts in startups are by default structured differently. The standard equity is shares or convertible notes.  Having equity that's structured in the way you propose is a bad idea for both sides. VC don't like equity that's not done with standard equity contracts. If the lawyer of the VC has to review your equity document and understand how the exact terms work that makes it more complicated to invest money into the startup. On your end it might not be fair because a company doesn't need to make any income to be successful. Various companies manage to reduce their tax burden to next to nothing by clever accounting that results in having no taxable income. Uber brought the uber.com domain name with 2% equity at the beginning, so there are certainly deals that get made with equity. There are also other kinds of deals where domain names don't get sold for a one-time payment but with regular payment for 8 years where the domain names goes back to the seller if the company folds or otherwise doesn't want to pay anyone. "An option without the vesting period and the price at which one can exercise the option is of not much value. If vesting is determined by board, then at any given point in time they can change the vesting period to say 3, 5, 10 years any number. The other aspect is at what price you are allowed to exercise the option, ie if the stock is of value 10, you may be given an option to buy this at 10, 20 or 100. This has to be stated upfront for you to know the real value. On listing if the value is say 80, then if you have the option to exercise at 10, or 20 you would make money, else at 100 you loose money and hence choose not to exercise the option. However your having stuck around the company for ""x"" years in anticipation of making money would go waste. Without a vesting period or the price to exercise the option, they are pretty much meaningless and would depend on the goodwill of the founders" "Previous answers have done a great job with the ""Should I invest?"" question.   One thing you may be overlooking is the question ""Am I allowed to invest?"" For most offerings of stock in a startup, investors are required to be accredited by the SEC's definition.  See this helpful quora post for more information on requirements to invest in startups. To be honest, if a startup is looking for investors to put in ""a few thousand dollars"" each, this would raise my alarm bells.  The cost and hassle of the paperwork to (legitimately) issue shares in that small of number would lead me just to use a credit card to keep me going until I was able to raise a larger amount of capital." "If your business is structured as a partnership or sole proprietorship you call this investment ""partner equity"".  If instead it is structured as a corporation, then the initial investment is called ""paid-in capital"".  Either way, this represents the capital the initial investors or partners provided to the company in exchange for their ownership stake. The most important thing in your case is that since that initial investment is in the form of inventory, you are going to have to document the value of that investment somehow.  You will definitely need a comprehensive manifest of what you contributed, including titles and condition, and if possible you should document the prices at which similar items are being offered for sale at the time you start operating.  Having this information will support your claims as to the fair market value of the start-up contribution, should the tax authorities decide to question it." I have a hard time swallowing this opinion from somebody who actually thinks startups can or should get into a contract with anybody stipulating continuing employment.  Nobody does that.  If that was done, any VC worth their salt would insist that it be undone before they got involved.  As for the rest of her article, I don't care for the venom but underneath theres a lot of stuff that's mostly true.  VCs have a set of motivations that you have to understand to be successful with them.  Those motivations are often at cross purposes with cofounders and almost certainly at cross purposes for general employees.  The problems start when startup folks don't understand the motivations.    Yes, you have to check your wallet and your fingers too whenever you deal with VCs but if you don't think that's the case with almost every deal you make, you are delusional. "Absolutely terrible idea(s) on many fronts. Firstly, why are you giving away equity at all? usually it's to attract people you otherwise wouldn't be able to hire (like extremely talented coders or business development managers) but normal employees? Bad idea. If you really want to give up equity, then make sure it's only realized (valued) once certain targets are met (i.e. sales/revenue/share price/investment etc). As for the nomenclature, they're not ""Co-Founders"" - that's typically reserved for the people that foundned the company, not just people who happened to be working for the company it started trading. Call them ""founding employee"" if you must, but they're certainly not founders. Why does this matter? If the company ever takes iff or you get investment, or you fire one of them or one just gets the idea to sue you, their position name suddenly REALLY matters, and by not being careful, they could win a substantial cut of your company in a lawsuit. there's even stories of employees ganging up on their bosses and they end up owning the company. I know someone that's been involved in high 8 figure suit for 7 years for exactly the same reason. So unless they're putting in startup capital or they're taking a serious hit on their salary in return for compensation in the form of equity, don't give anyone equity."