Syndicate Legal Advisory Services prepares the complete set of documents by which a newly formed or early-stage corporation issues its founders’ shares — the founder stock purchase agreement and the vesting, repurchase, intellectual-property, and tax documents that accompany it — in any U.S. state, whether at formation, when a later co-founder joins, or when founders who received shares without documentation need their arrangement papered before a financing. A founder stock purchase agreement does three things that a bare stock issuance does not: it subjects the founders’ shares to vesting, so that a founder who leaves early does not keep equity the remaining founders and investors expect to be earned over time; it secures the corporation’s ownership of the technology and work product the founders bring and create; and it establishes the tax position — through the Section 83(b) election — that lets founders pay tax on the shares’ nominal value at issuance rather than on their appreciated value as they vest. Investors will expect all three to be in place, and will require them as a condition of financing if they are not. Working from the client’s answers to a structured intake and from the corporation’s charter, bylaws, and capitalization records, we draft the agreements written for the founders’ specific arrangement and consistent with the charter, the governing statute, and the securities and tax rules that apply, together with the approvals, the tax filings, and the records that reflect the issuance. State filing fees, where a related charter amendment is required, and other third-party charges are not included in the flat fee and are the sole responsibility of the client.
Scope of work includes:
Arrangement planning and intake — a structured intake and written summary confirming the corporation’s state, charter, and authorized capital; the founders, their roles and expected time commitments, and the share allocation among them and the reasoning behind it; the purchase price per share and the consideration (cash, the contribution of intellectual property, or past services, with the tax and valuation consequences of each); the vesting schedule — the total period, the cliff, the vesting interval, and whether vesting is time-based, milestone-based, or both — and any credit for time already served; the acceleration provisions on a change of control (single-trigger or double-trigger) and on termination without cause or for good reason; the corporation’s repurchase right on a founder’s departure and the price for vested and unvested shares; the transfer restrictions, right of first refusal, and co-sale or drag-along provisions to attach to the shares; the intellectual property each founder brings and the technology the corporation will own; whether the founders are employees or consultants; and the securities-law exemption and the state notice filing the issuance requires.
Review of existing documents — review of the charter and bylaws, the capitalization table and stock ledger, any prior issuances or promises of equity to founders or others, the equity incentive plan where one exists, prior consents, and any founder employment, consulting, or prior-employer agreements that bear on the founders’ intellectual property and non-competition obligations, with a written summary of the provisions the agreements must conform to and the clean-up required before the issuance.
Founder stock purchase agreement — drafting of the agreement in full, addressing: the purchase and sale of the shares, the purchase price, and the payment or contribution; the representations of the founder (investment intent, accredited or sophisticated status as applicable, and the restricted nature of the shares) and of the corporation; the vesting schedule and the definition of continuous service; the corporation’s repurchase option on termination of service as to unvested shares at the original price and, where agreed, as to vested shares at fair market value, with the exercise mechanics, payment terms, and assignment of the option to investors or other founders; the acceleration provisions; the escrow of unvested shares with the corporation and the stock power in blank; the transfer restrictions, right of first refusal, and lock-up or market-standoff agreement for a future public offering; the voting and co-sale or drag-along provisions where not addressed in a separate agreement; the legends; the founder’s acknowledgment of the Section 83(b) election and its consequences; and the amendment, notice, governing-law, and dispute-resolution provisions, with the spousal consent where community-property rules apply.
Intellectual property and confidentiality agreement — the confidential information and invention assignment agreement (or the technology assignment agreement where founders contribute pre-existing technology as consideration for their shares), assigning to the corporation the founders’ inventions, works of authorship, and other intellectual property related to the business, with the schedule of excluded prior inventions, the confidentiality covenants, the moral-rights waiver and further-assurances provisions, the non-solicitation and, where enforceable, non-competition covenants, and the disclosure of any prior-employer obligations that could cloud the corporation’s title.
Section 83(b) election and tax documents — the Section 83(b) election form for each founder, completed with the share information, fair market value, and amount paid, with the filing instructions and the thirty-day deadline that cannot be extended, the cover letter to the IRS, the copy for the founder’s tax return, and the corporation’s record of the election; the valuation support for the purchase price where the corporation has assets or a prior round; and the Section 1202 qualified-small-business-stock documentation where the corporation may qualify.
Approvals and issuance documents — the board resolutions approving the founder stock purchase agreements, the issuance of the shares, the consideration and its valuation, the escrow and repurchase arrangements, and the invention assignment agreements; the stock certificates with the legends or the uncertificated-share notices; the stock powers and the escrow receipt; the updated capitalization table and stock ledger; the securities-law exemption documentation and the state notice filing (such as the California Section 25102(f) notice) for the issuance; and the founder employment or consulting agreements or offer letters where the firm is engaged to prepare them.
Post-issuance records and compliance — the record book entry of the agreements and the issuance, the vesting schedule and tracking worksheet, the compliance calendar entries the agreements create (the 83(b) filing deadline, the vesting dates and cliff, the repurchase-option exercise windows on a departure, and the 1202 holding period), and a one-page summary of what each founder owns, what is unvested, and what happens on departure.
Deliverable: a complete, indexed founder equity file (electronic and hard copy) containing the written summary of the review, the executed founder stock purchase agreements, the invention assignment agreements, the Section 83(b) elections and filing confirmations, the board approvals and issuance documents, the stock certificates, stock powers, and escrow receipts, the updated capitalization table and stock ledger, the securities-law filings, the vesting worksheet, and the compliance calendar, with a signature-ready version of each document for execution by the founders, their spouses, and the corporation.