Startup Vesting Stock Tax Election “83(b)”

Startup Vesting Stock Tax Election “83(b)”

By Chase Addams, a San Francisco Business Attorney 83(b) Election You’re getting hired by a fledgling San Francisco Start-Up company, and you’ve just signed a Stock Purchase Agreement granting you a vesting equity interest in the Company.  Congratulations and good luck.  But watch out.  Upon the initial grant of this stock to you, the clock starts running on your ability to make an 83(b) election under the Internal Revenue Code of 1986.  You have 30 days from the date of grant.  So what does that mean to you and what should you do? At some point you have to report to the IRS (and get taxed for) the difference between the fair market value of the equity you’ve been given, and the price you paid for it (the “difference”).  This reporting can either happen when you purchase the equity OR when your equity is actually freed of restrictions (ie, the Company’s repurchase right expires) and the shares vest to you.  The difference is taxed as ordinary compensatory income.  To be clear, in instances where equity is granted immediately and there is no vesting schedule, there is no decision to make and 83(b) does not apply.  After vesting, when you’re ready to sell your equity or otherwise dispose of it pursuant to the terms of her Company Stock Purchase Agreement, the transaction will be taxed again as a capital gain. The 83(b) election is a directive to the IRS to assess taxes on the difference at the time of stock purchase.  While the fair market value at the time of stock purchase will oftentimes equal the amount paid, the IRS...
Website Privacy Policy

Website Privacy Policy

Privacy Policy, By Chase Adams a San Francisco Business Law and Corporate Attorney  When it comes time for your San Francisco Startup Company to launch its product or service, it is crucial that there exists a robust Privacy Policy for the Company available on the Company website. Think of your Privacy Policy as a contract with your customers privacy. Do you need an attorney to draft your policy? As a San Francisco Business Attorney who reviews these privacy policy, I would highly recommend having a professional business contracts attorney draft custom policies to protect your company’s ability to use customer information. For most people, the extent of interaction with a Company’s privacy policy is to get annoyed whenever it pops up on the website, then scroll immediately to the bottom and click “I Accept.”  We all do it.  The thing is, the contents of these documents will provide crucial protection to the Company as a multitude of users use the product or service, and filter through the Company website.  Obviously, your Startup can’t negotiate a user agreement with every single user, so the privacy policy must be a one-size-fits-all agreement.  The Privacy Policy are legally binding agreements between the Company and the User.  The Company sets forth the terms under which it will allow the use of its service/product/website, and by clicking “Accept” or by merely using the service/product/website the User agrees to be bound by those terms. The Privacy Policy will typically contain a great deal of detail specific to the Company regarding the methods of gathering, storing and using data from its Users.  The challenge for the...
The Convertible Note, Terms to Know

The Convertible Note, Terms to Know

The Convertible Note, By Chase Adams, Business Attorney at Sutter Law Firm The Convertible Note is an often-used security instrument for newly formed companies raising money, and one that every San Francisco Start Up should have in its pocket for when investors come calling. Generally speaking, the Convertible Note is issued to an investor by the Company as a loan, recorded on the Company books as debt, payable over a specific period of time and accruing a specific simple interest rate.  However, at a certain time – upon the occurrence of specified material events, most likely a subsequent round of investing (called a “qualified financing round”), or upon the natural expiration of the term – the debt will convert into an equity interest in the Company at a number of shares equal to the repayment amount of the loan and interest.  No longer is the investor a debt holder on the Company books, but instead a shareholder. The primary advantage to the Convertible Note is that it delays valuation.  Obviously, to sell shares, the Company needs to establish a per-share price, which in itself requires a determination of overall value of the Company.  Valuation is prickly: its difficult to assess; it’s contentious between investors and founders; it can provide unwanted precedent for future investors; and, for a fledgling San Francisco Start Up, it can be expensive both to obtain and for tax purposes.   Without losing interested investors now, the convertible note punts the valuation beehive down the road to a time later on when better metrics of company value (revenue, sales, etc) exist to generate accurate per-share price. The...