Atlas
Issuing stock to founders

Issuing stock to founders using Stripe Atlas

Issuing stock is a crucial next step in ensuring your company is fully compliant. Founders of new C Corporations can use the Stripe Atlas tool to issue stock to founders in the Stripe Dashboard—for free—using legal templates that are standard among many tech startups.

If your company’s value has increased since the date of incorporation (for example, if you have raised money from investors since formation or had other events occur that could raise the company’s value), we strongly recommend that you consult with a lawyer for stock issuance. Please contact us at atlas@stripe.com if you would like an introduction to a law firm, or if you have any questions about the Stripe Atlas founder stock issuance tool.

Issuing stock for new corporations

For the first 90 days after incorporation, Stripe Atlas provides a free tool to distribute shares to your founders in the Stripe Dashboard. Your CEO/President will start the process to send all required signers emails with documents to sign. Follow the steps below to issue stock using Stripe Atlas:

Step 1: Start the founder stock tool

Founders can start using the founder stock tool by clicking the “Get started” button in the Stripe Dashboard. To access the tool, you must be both the CEO/President and a Stripe account administrator. You can check your company role by reviewing your Board Approval document in the Stripe Dashboard.

Once the CEO/President starts the founder stock tool, they will receive emails to guide you through the process.

Step 2: Review your company details

In the Stripe Dashboard founder stock tool, first confirm your company details, then list the legal spouses of stock recipients so we can email them documents to sign. They will need to sign the Common Stock Purchase Agreement (CSPA) document. Each shareholder’s spouse’s signature is necessary because under some community property laws, the shareholder’s spouse could be entitled to an ownership stake in shareholder’s shares and it is important that the shareholder’s spouse agree that any such stake be bound by the terms of the CSPA. But note that in no way does having a spouse sign grant that spouse any rights to the stock that they do not already have under applicable community property laws.

Finally, review your share allocation.

The documents include the following key terms:

  • Acceleration, double-trigger acceleration
  • Price per share, par value chosen at incorporation
  • Shares to be issued to founders, chosen at incorporation
  • Shares reserved, at least 20% of authorized shares remain unissued so they can be issued at your discretion at a later date to employees (including the founders themselves), advisors, or other service providers in the future

Documents for companies with more than one stock recipient also include:

  • Vesting schedule, 4-year vesting; 1-year cliff
  • Vesting commencement date, company incorporation date

Please review our guide on equity for more information on these terms.

Once you click the “Submit” button, you and your team will receive documents to sign via email. Make sure you check in with your co-founders and their spouses to confirm they have signed all documents. These documents expire within 40 days. If you have questions or concerns about whether or not all founders have received the documents; please reach out to us at atlas@stripe.com.

Step 3: Founders and board members sign documents

After you have generated the documents, you and all board members, stock recipients, and spouses (if applicable) must sign the documents. Stock recipients will receive the following documents via email: the Board Approval, the Common Stock Purchase Agreement (CSPA), and the Confidential Information and Invention Assignment Agreement (CIIAA).

The Stripe Atlas founder stock issuance tool sends documents via email to sign in a specific order. To finish the stock issuing process, check your inbox for the following documents:

  1. Board Approval - All Board Members must sign before receiving the CSPA/CIIAA.
  2. CSPA and CIIAA - All stock recipients and spouses must sign before the CEO/President (the board member who started the process).
  3. CSPA and CIIAA - CEO/President (the board member who started the process).

Check in with your signers to make sure all documents have been received and signed. These documents expire within 40 days. If you have questions or concerns about whether or not all founders have received the documents, please reach out to us at atlas@stripe.com.

Step 4: Founders purchase shares

To complete stock issuance, stock recipients need to purchase stock by making a payment for the value of their shares to the company’s bank account. The company must keep a record of this payment.

Step 5: Founders consider filing an 83(b) election with the IRS

Those with stock subject to vesting often benefit from filing an 83(b) election to avoid potentially substantial personal tax obligations as the company’s value increases. 83(b) elections must be filed within 30 days of the stock purchase (and there is no way to file a late election); you can find a template in the Stripe Dashboard. If you’re unsure, work with your tax advisor to decide whether an 83(b) election is appropriate for you.

Subsidiaries, LLCs, and modifications to our defaults

If you incorporated a subsidiary through Stripe Atlas or want to modify the standard terms, you can work with a lawyer to issue shares. If your company is an LLC, the equity you will receive is known as “units” which are distributed to members (who may include founders) by contract in the Operating Agreement when the LLC is formed using Stripe Atlas.

Free templates for you to use or modify are available in the Stripe Dashboard.

For a subsidiary:

  • Certificate of Adoption of Bylaws
  • Subsidiary Stock Purchase Agreement and Board Approval

For a new company:

  • Founder Stock Purchase Agreement and Board Approval
  • Board Approval of Founder Stock Issuance
  • Bylaw Certification
  • Confidential Information and Inventions Assignment Agreement
  • Section 83(b) Election Form

Next steps

Now that you know more about issuing stock, you may also want to read:

Summary

Checklist for stock issuance, to be completed within 90 days of company formation:

  • Submit the information requested in the Atlas founder stock issuance tool and generate the stock issuance documents
  • Sign documents (founders, board members, and spouses, if applicable, within 40 days of creating the documents
    • Board Approval
    • Common Stock Purchase Agreement (CSPA)
    • Confidential Information and Invention Assignment Agreement (CIIAA)
  • Purchase shares
  • Keep a record of the share purchase in company files
  • File 83(b) election with the IRS within 30 days
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