The Complete Guide to Equity Compensation for Startups


Everything founders, employees, and advisors need to know about startup equity — from restricted stock and 83(b) elections to stock options, RSUs, and profits interests. Updated for the 2025 e-filing changes and OBBBA.

By Joe Wallin Last updated Feb 2026 25 min read

In This Guide

  1. Why Equity Compensation Matters
  2. The Tax Problem at the Heart of Everything
  3. Restricted Stock & the 83(b) Election
  4. Stock Options: ISOs vs. NSOs
  5. Section 409A and Fair Market Value
  6. RSUs in Private Companies
  7. Profits Interests & Phantom Equity
  8. Securities Law: Rule 701 and State Compliance
  9. Equity Compensation and QSBS
  10. Vesting Structures and Repurchase Rights
  11. Advisors and Non-Employee Grants
  12. Common Mistakes That Cost Founders Millions
  13. Building Your Equity Compensation Plan

01 — Why Equity Compensation Matters {#why-equity-compensation}

Equity compensation is the currency of startups. When a company can't afford to pay market salaries — which is most early-stage companies — it offers a piece of ownership instead. That ownership aligns the interests of founders, employees, and advisors with the long-term success of the business. If the company does well, everyone does well.

But equity compensation is not just about attraction and retention. It's a tax planning tool, a corporate governance mechanism, and a securities law compliance obligation — all at once. The decisions you make about how to structure equity at formation will follow you through every financing round, every hire, and every exit. Getting it right early is one of the highest-leverage things a startup can do.

The stakes are real. A founder who doesn't file an 83(b) election within 30 days of receiving restricted stock can face a six- or seven-figure tax bill on shares they can't sell. An employee who exercises ISOs without understanding the AMT implications can owe more in taxes than the stock is worth. A company that prices options below fair market value can trigger Section 409A penalties on every option holder.

This guide walks through each type of equity compensation, the tax rules that govern them, the securities law requirements you need to follow, and the planning strategies that can save founders and employees significant money.


02 — The Tax Problem at the Heart of Everything {#the-tax-problem}

Every form of startup equity compensation runs into the same fundamental problem: when you pay someone in stock, the IRS treats it as if you paid them in cash equal to the value of that stock. The recipient owes tax on income they can't actually spend — because the stock is illiquid, subject to vesting, and might ultimately be worth nothing.

This tension between the IRS's view of stock-as-compensation and the reality of startup equity drives virtually every structural decision in this area. The entire framework of 83(b) elections, stock options, vesting schedules, and 409A valuations exists because of this mismatch.

Here's the core framework:

Section 83 of the Internal Revenue Code governs the taxation of property transferred in connection with the performance of services. Under Section 83, when you receive stock for services, you owe ordinary income tax on the difference between what you paid for the stock and its fair market value — but only when the stock is no longer subject to a "substantial risk of forfeiture" (i.e., when it vests).

This creates two possible outcomes:

Without an 83(b) election: You receive restricted stock. You owe nothing at grant. But as the stock vests over four years, you owe ordinary income tax on the fair market value of each tranche as it vests — minus what you originally paid. If the company has gone from $0.001 per share to $5.00 per share, you owe tax on $4.999 per share, multiplied by however many shares just vested. That's ordinary income, taxed at rates up to 37% federally. And you can't sell the shares to pay the tax.

With an 83(b) election: You elect to be taxed immediately, at the time of grant, on the full value of the stock — including the unvested portion. If the stock is worth $0.001 per share at grant, your tax bill is essentially zero. All future appreciation is taxed as capital gain when you eventually sell, at rates up to 20% federally (and potentially excluded entirely under Section 1202 if the stock is QSBS). The risk: if you leave and forfeit unvested shares, you don't get a tax refund.

This is why 83(b) elections are the single most important tax decision most startup founders ever make — and why the 30-day deadline for filing one is unforgiving.


03 — Restricted Stock & the 83(b) Election {#restricted-stock-83b}

Restricted stock is the simplest and most tax-efficient form of equity compensation — when used at the right stage. It's the right tool at formation and very early stage, when the company's stock has negligible value. It becomes impractical once the company has meaningful value, because the recipient would owe tax on the full value at grant (with an 83(b) election) or at vesting (without one).

How Restricted Stock Works

The company issues actual shares to the recipient. The shares are "restricted" because they're subject to vesting — typically four-year vesting with a one-year cliff. If the recipient leaves before vesting is complete, the company has the right to repurchase the unvested shares at the lower of cost or fair market value.

The recipient is a shareholder from day one. They can vote, receive dividends, and appear on the cap table. But the company's repurchase right is the "substantial risk of forfeiture" under Section 83 that triggers the tax rules.

The 83(b) Election: How It Works

Within 30 days of receiving restricted stock, the recipient can file a Section 83(b) election with the IRS. The election says: "Tax me now on the full value of the stock, including the unvested shares, rather than taxing me later as the shares vest."

For founders receiving shares at incorporation — typically at $0.0001 per share — the tax on filing an 83(b) election is effectively zero. The entire upside from that point forward is capital gain, taxed at preferential rates when sold.

E-Filing the 83(b) Election (2025 Update)

In 2025, the IRS modernized the 83(b) filing process. Taxpayers can now submit Form 15620 electronically through the IRS online portal, eliminating the old requirement of mailing a paper election via certified mail.

Key points on the new e-filing process:

The 30-day deadline is unchanged. Late elections are still invalid — no exceptions, no extensions.

You need an ID.me-verified IRS account. Set this up before you receive your stock grant, because the identity verification process can take time.

The online system provides immediate confirmation and a time-stamped receipt — a major improvement over certified mail, where founders often spent weeks wondering if their election arrived.

There is a cap of 999,999 securities for online submissions. Very large grants or grants priced at fractions of a cent (e.g., $0.0001 per share) may still need to be filed on paper.

You must still provide a copy of the filed election to the issuing company.

The 30-Day Trap

The 83(b) election deadline is the most punishing deadline in startup law. Miss it by one day and you cannot cure the failure. There is no late-filing option, no reasonable cause exception, and no way to unwind the consequences. For a founder whose shares appreciate significantly over the vesting period, a missed 83(b) election can result in hundreds of thousands or even millions of dollars in avoidable ordinary income tax. File early. File on day one if you can.

→ Electronic Filing of Section 83(b) Elections — A Modern Convenience with Important Deadlines

→ It's Time to Reverse the 83(b) Election Presumption

→ Congress: Please Fix 83(b) Elections


04 — Stock Options: ISOs vs. NSOs {#stock-options}

Once a company's stock has meaningful value — usually after a priced round or when the 409A valuation is no longer trivial — restricted stock becomes impractical because the tax bill at grant would be too high. At that point, startups switch to stock options.

A stock option gives the recipient the right to buy shares in the future at a fixed price (the "exercise price" or "strike price"), set at or above the stock's fair market value on the date of grant. The option itself is not taxable when granted. The tax consequences kick in when the option is exercised — and they differ significantly depending on the type of option.

Incentive Stock Options (ISOs)

ISOs are available only to employees (not contractors, not advisors). They offer preferential tax treatment:

At exercise: No regular income tax is due. The spread between the exercise price and the fair market value is not treated as ordinary income for regular tax purposes. However, the spread is an adjustment for the Alternative Minimum Tax (AMT), which can create a significant tax liability for employees exercising ISOs with large spreads.

At sale (if holding periods are met): If you hold the shares for at least two years from the grant date and one year from the exercise date, the entire gain is long-term capital gain — taxed at rates up to 20% federally, rather than up to 37% as ordinary income.

If holding periods are not met (disqualifying disposition): The spread at exercise is recharacterized as ordinary income. You lose the ISO benefit.

Nonqualified Stock Options (NSOs)

NSOs can be granted to anyone — employees, contractors, advisors. The tax treatment is straightforward but less favorable:

At exercise: The spread between the exercise price and the fair market value is ordinary income, subject to income tax and employment taxes. The company gets a corresponding tax deduction.

At sale: Any additional appreciation above the fair market value at exercise is capital gain.

ISO Statutory Limits

ISOs come with several restrictions that don't apply to NSOs:

The $100,000 rule: ISOs that become first exercisable in any calendar year cannot cover stock with a fair market value (at grant) exceeding $100,000. Options above this threshold are automatically treated as NSOs.

ISOs can only be granted to employees — not to independent contractors or board advisors.

ISOs must be granted under a shareholder-approved equity incentive plan.

The exercise price must be at least 100% of the fair market value at grant (110% for 10%+ shareholders).

ISOs must be exercised within 10 years of grant (5 years for 10%+ shareholders).

If an employee leaves, ISOs must be exercised within 90 days of termination to retain their ISO character. After 90 days, they convert to NSOs.

The AMT Trap

The AMT is the hidden risk in ISO exercises. An employee who exercises ISOs with a large spread can owe AMT even though they haven't sold any shares and have no cash to pay the tax. During the dot-com crash, employees who exercised ISOs in 1999 at high valuations owed massive AMT bills on shares that were worth a fraction of the exercise price by the time the tax was due. This remains a real risk — especially in private companies where there's no market to sell shares.

→ Incentive Stock Options: The Qualifications and Limitations

→ Incentive Stock Options: Post-Termination of Service Exercise Periods


05 — Section 409A and Fair Market Value {#409a-fmv}

Section 409A of the Internal Revenue Code is the enforcement mechanism that prevents companies from granting stock options at artificially low exercise prices. If you grant an option with an exercise price below the stock's fair market value, the option is treated as deferred compensation subject to Section 409A — and the tax consequences are severe.

What 409A Requires

Every stock option granted by a private company must have an exercise price equal to or greater than the fair market value of the underlying stock on the date of grant. To establish that fair market value, you need a 409A valuation.

How to Get a 409A Valuation

The IRS provides three "safe harbor" methods for establishing fair market value. In practice, nearly all startups use one: the independent appraisal method. Companies like Carta and Scalar provide independent 409A valuations, typically for a few thousand dollars, that give the company a presumption of reasonableness if the IRS ever challenges the valuation.

A 409A valuation is valid for 12 months, unless a "material event" occurs that would significantly change the company's value — such as closing a financing round, launching a major product, resolving material litigation, or receiving a patent.

When You Need a New Valuation

Before your first option grant. After every priced equity financing round. After any material event that affects company value. At least annually, even if no material event has occurred.

The Penalties for Getting It Wrong

If options are granted below fair market value and the company doesn't have a valid 409A valuation, the consequences fall on the option holders — not the company:

All vested options become immediately taxable as ordinary income. An additional 20% penalty tax is imposed on top of regular income tax. Interest may be assessed on prior years' vested options.

These penalties are imposed even if the option holder had no involvement in setting the exercise price and no knowledge that the valuation was wrong.

Practice Note

The 409A valuation process typically takes two to four weeks if you're organized. If you're not — if your cap table is messy, your financial statements aren't current, or your corporate records are incomplete — it can take much longer. Waiting for a 409A valuation can hold up equity grants, which can create retention problems and employee frustration. Stay current.

→ How to Obtain a 409A Valuation for Your Company and When to Do It


06 — RSUs in Private Companies {#rsus}

Restricted stock units (RSUs) are promises to deliver shares (or their cash equivalent) once vesting conditions are met. They've become the standard equity vehicle at large public companies like Amazon, Microsoft, and Google. But in private companies, RSUs present serious problems.

How RSUs Work

The company grants you a number of RSUs. Each unit represents one share you'll receive when the unit vests. Unlike restricted stock, you don't receive actual shares at grant — you receive a contractual right to shares in the future. When the RSU vests, shares are delivered and you owe ordinary income tax on the full fair market value of those shares at that time.

Why RSUs Don't Work Well for Most Startups

The tax problem is straightforward: when RSUs vest in a private company, the recipient owes income tax on shares they can't sell. There's no public market, no liquidity, and often no way to raise the cash to cover the tax bill.

At a public company, this is manageable — the company can sell some shares on the recipient's behalf to cover withholding (a "sell-to-cover" arrangement). At a private company, that mechanism doesn't exist.

The numbers can be significant. On $200,000 in vested RSUs, the income tax withholding alone can be $50,000 or more at the supplemental wage withholding rate — plus FICA taxes. Most startup employees don't have that kind of cash available for shares they can't liquidate.

When RSUs Can Work in Private Companies

There are narrow circumstances where RSUs make sense for private companies: companies that are very close to an IPO and can give recipients a clear line of sight to liquidity, and companies that are highly profitable and can help employees cover the tax. But these are exceptions, not the rule.

For most startups, restricted stock (at early stage) or stock options (at later stage) remain the better tools.

Bottom Line

If you're a startup and someone suggests you grant RSUs, make sure you've thought carefully about how your employees will pay the tax when those units vest. If you don't have a good answer, stick with options.

→ RSUs: The Tax Problems in the Startup Context


07 — Profits Interests & Phantom Equity {#profits-interests}

Not every startup is a C corporation. If your company is an LLC taxed as a partnership, the standard equity compensation tools — stock options, restricted stock, ISOs — don't apply. Instead, you use profits interests. And for companies that want to provide equity-like economics without issuing actual equity, phantom stock or stock appreciation rights (SARs) are available regardless of entity type.

Profits Interests

A profits interest is a right to share in the future appreciation of the LLC's value from the date of grant. It is not a right to the LLC's existing value — that distinction is what makes it possible to receive a profits interest with zero tax at grant.

If properly structured, a profits interest is not taxable upon receipt (under IRS Revenue Procedure 93-27 and related guidance), and the holder is treated as a partner for tax purposes going forward. The profits interest holder receives a K-1 and reports their share of the LLC's income.

The key requirements: the profits interest must be a right to future appreciation only (established by a "liquidation value" or "book-up" at the time of grant), and the interest cannot be a disguised payment for services, a substantially certain stream of income, or disposed of within two years.

Profits interests are popular for LLCs that don't intend to convert to C corporations. But they come with a significant trade-off: because the holder is treated as a partner, they cannot be treated as a W-2 employee for tax purposes. This creates complications around self-employment tax, health insurance, and other benefits.

Phantom Stock and SARs

Phantom stock grants give the recipient the economic equivalent of equity without actually issuing shares or membership interests. The recipient receives a contractual right to a cash payment equal to the value of a specified number of shares (phantom stock) or the appreciation in value above a base price (SARs).

These instruments are settled in cash, so they don't dilute existing shareholders, and they don't create additional securities law or cap table complexity. But they must be carefully structured to comply with Section 409A, since they're treated as deferred compensation.

Phantom equity is sometimes used by companies that want to incentivize key employees without giving up actual ownership — or by LLCs that want to avoid the complications of making employees into partners.


08 — Securities Law: Rule 701 and State Compliance {#rule-701}

Every time a company grants equity compensation — stock options, restricted stock, RSUs, or any other equity instrument — it is issuing a security. That means it must comply with federal and state securities laws or find an applicable exemption.

Federal: Rule 701

For private companies, the primary federal securities law exemption for equity compensation is Rule 701 under the Securities Act of 1933. Rule 701 allows private companies to offer and sell securities under written compensatory benefit plans or written compensation contracts.

Key requirements and limitations:

Eligible recipients: Employees, directors, general partners, officers, consultants, and advisors — but only natural persons (individuals). You cannot grant equity under Rule 701 to someone's consulting LLC or other business entity. If a contractor insists on having their equity titled in their company's name, you need a different exemption.

Compensatory purpose only. Rule 701 cannot be used to raise capital. If someone is receiving equity primarily as an investment, rather than as compensation for services, Rule 701 doesn't apply.

Plan documents required. You must have a written equity incentive plan (or written compensation agreement), and every recipient must receive a copy of the plan documents.

Mathematical limits. During any rolling 12-month period, Rule 701 allows the greater of: (a) $1 million in aggregate offering price, (b) 15% of the issuer's total assets, or (c) 15% of the outstanding shares of the class being offered. If you exceed $5 million in equity grants during any rolling 12-month period, you trigger additional disclosure requirements — essentially a mini-prospectus that must be delivered to recipients.

State Securities Laws

You also need a state-level exemption. These vary by jurisdiction:

In Washington, the relevant exemption is RCW 21.20.310(10).

In California, the exemption is Section 25102(o), which requires a form filing and fee.

Other states have their own provisions, and companies with employees in multiple states need to confirm compliance in each one.

Common Mistake: Granting to Entities

One of the most frequent compliance failures is attempting to grant compensatory equity to a contractor's LLC or corporation under Rule 701. The rule only covers natural persons. If the recipient needs the equity in an entity's name, you must use a different exemption (such as Rule 506(b) for accredited investors) and grant outside your equity incentive plan. Keep a separate cap table ledger for any equity issued outside Rule 701.

→ Rule 701

→ Be Careful Who You Issue Stock Options To Under Rule 701

→ The Rule 701 Math: How to Do It


09 — Equity Compensation and QSBS {#equity-and-qsbs}

The intersection of equity compensation and Section 1202 QSBS is one of the most important planning areas in startup tax law — and one of the most frequently overlooked. If structured correctly, equity compensation can qualify for the QSBS exclusion, potentially allowing the recipient to exclude up to $15 million of gain from federal income tax on exit.

Which Forms of Equity Can Be QSBS?

Restricted stock: Shares issued directly by the C corporation to the recipient in exchange for services qualify as QSBS. The QSBS holding period starts at the date of grant (not the date of vesting). An 83(b) election doesn't change the QSBS analysis, but it does start the income tax clock at grant rather than vesting — which aligns perfectly with the QSBS holding period.

Exercised stock options: When an employee exercises an option and acquires shares directly from the company, those shares can qualify as QSBS. The QSBS holding period begins on the date of exercise — not the date of grant. This means an employee who is granted options on day one but doesn't exercise until year three still needs to hold the shares for five more years after exercise for the full Section 1202 exclusion.

RSUs: When RSUs vest and shares are delivered, those shares are issued directly by the company to the employee. They can qualify as QSBS, with the holding period starting on the delivery date.

Profits interests: These are not stock, so they cannot be QSBS. Profits interests are interests in an LLC or partnership, and Section 1202 only applies to C corporation stock.

The Interaction Between 83(b) Elections and QSBS

This is a critical planning point. If a founder receives restricted stock and files an 83(b) election, two clocks start simultaneously: the income tax clock (which determines whether future appreciation is ordinary income or capital gain) and the QSBS clock (which determines whether the gain can be excluded entirely).

Both clocks start at grant. Both require waiting. But the QSBS clock requires a five-year hold for the full exclusion — and the income tax clock has no time requirement for the capital gain treatment once the 83(b) election is filed (you just need to hold for one year for long-term capital gain rates).

This means the 83(b) election and QSBS planning work hand-in-hand: file the 83(b) at formation, start the QSBS clock, hold for five years, and potentially owe zero federal income tax on the exit.

The Entity Structure Trap

None of this works unless the company is a C corporation. Stock issued while the company is an S corporation is permanently disqualified from QSBS — even if the company later revokes the S election. LLC membership interests don't qualify. If you formed as an LLC and later convert to a C corporation, the QSBS clock generally starts at conversion.

→ The Complete Guide to QSBS & Section 1202

→ Qualified Small Business Stock Options


10 — Vesting Structures and Repurchase Rights {#vesting}

Vesting is the mechanism that ensures equity recipients earn their ownership over time. Without vesting, a co-founder who quits after six months walks away with a full ownership stake — making the company potentially unfundable.

Standard Vesting

The most common vesting schedule in startups is four-year vesting with a one-year cliff. Under this structure:

The recipient earns nothing during the first year (the "cliff"). If they leave during the first year, they forfeit all shares.

After one year, 25% of the total grant vests immediately (the "cliff vesting").

The remaining 75% vests in equal monthly or quarterly installments over the next three years.

After four years, the recipient is fully vested.

Founder Vesting

Founders typically receive restricted stock subject to vesting, not options. The shares are issued at formation at par value (e.g., $0.0001 per share), and the founder files an 83(b) election. The company's right to repurchase unvested shares at cost creates the "substantial risk of forfeiture" under Section 83.

Founder vesting is essential for investors. VCs will rarely invest in a company where founders hold fully vested shares — because if a founder leaves, the company is stuck with a large block of dead equity held by someone who's no longer contributing.

Acceleration Provisions

Single-trigger acceleration: The founder's (or employee's) shares vest automatically upon a change of control (acquisition), regardless of whether they continue working for the acquirer. This is more common for founders.

Double-trigger acceleration: The shares vest only if there's both a change of control and a termination of the recipient's employment (usually an involuntary termination or resignation for good reason) within a specified period. This is more common for employees and is what most investors prefer.

Repurchase Rights

The vesting mechanic for restricted stock is typically implemented through a repurchase right, not a forfeiture provision. When a recipient leaves, the company has the right (but not the obligation) to repurchase unvested shares at the lower of the original cost or fair market value. This approach avoids triggering adverse tax consequences that could arise under different forfeiture structures.


11 — Advisors and Non-Employee Grants {#advisors}

Startups frequently compensate advisors, board members, and independent contractors with equity. The rules differ from employee grants in several important ways.

What Non-Employees Can Receive

Non-employees cannot receive ISOs — those are reserved for employees by statute. Non-employees can receive:

NSOs (nonqualified stock options), restricted stock (with or without an 83(b) election), RSUs (though the 409A issues are more complex for non-employees), or direct stock grants.

Advisory Shares

Advisory shares are typically structured as restricted stock or NSO grants to advisors who provide strategic guidance. Common structures include 0.1% to 1.0% of the company, vesting monthly over one to two years, often with no cliff.

The advisor must be providing bona fide services to the company. Equity grants to advisors who aren't actually doing anything are difficult to justify from both a securities law and a tax perspective.

The Entity Problem

Advisors who operate through their own LLCs or corporations create a compliance issue under Rule 701, which only permits grants to natural persons. If the advisor wants equity in their entity's name, you need an alternative exemption (such as Regulation D) and must grant outside your equity incentive plan.

Tax Treatment for Non-Employees

Non-employees who receive equity compensation generally owe ordinary income tax on the value of the equity when it vests (or at exercise, for options). Unlike employees, there is no employer-side withholding — the non-employee is responsible for paying their own taxes, typically through estimated tax payments. The company must report the payment on Form 1099-NEC (not a W-2).


12 — Common Mistakes That Cost Founders Millions {#common-mistakes}

Missing the 83(b) Election Deadline

The single most expensive mistake in startup equity compensation. The 30-day deadline is absolute. There is no cure for a late filing. On a successful exit, a missed 83(b) election can mean the difference between capital gains treatment (or QSBS exclusion) and ordinary income tax on every dollar of appreciation during the vesting period.

Granting Options Without a 409A Valuation

If your option exercise price is below fair market value and you don't have a valid 409A valuation, the option holders — not the company — face a 20% penalty tax plus ordinary income tax on all vested options. Get the valuation before you grant.

Wrong Entity Structure

Choosing an S corporation or LLC when a C corporation was the right call. S corp shares can never be QSBS. LLC interests aren't stock. This decision at formation can cost founders millions in lost QSBS exclusions. If you plan to raise equity capital or pursue a venture-backed exit, start as a C corp.

Ignoring Rule 701 Limits

Exceeding Rule 701's mathematical limits triggers disclosure requirements that most startups aren't prepared for. Exceeding the limits without providing the required disclosures can void the securities law exemption entirely — potentially giving option holders rescission rights.

Granting Equity to Entities Under Rule 701

Rule 701 only covers individuals. Granting equity to a contractor's LLC or corporation under Rule 701 means you don't have a valid exemption. Track these grants separately and use an alternative exemption.

Not Updating the 409A After Material Events

A 409A valuation is only valid for 12 months or until a material event occurs. Granting options at a stale exercise price after a financing round or other material event is a 409A violation that affects every option holder.

Poor Record-Keeping

Not maintaining complete records of board approvals, option agreements, exercise notices, 83(b) elections, and securities filings. These gaps surface during due diligence for a financing or acquisition and can delay or kill deals.

Granting RSUs Without a Liquidity Plan

Issuing RSUs in a private company without a plan for how employees will cover the tax withholding on vesting. This creates a cash crisis for employees and a compliance headache for the company.


13 — Building Your Equity Compensation Plan {#building-your-plan}

A well-designed equity compensation program requires several coordinated elements:

The Equity Incentive Plan

Every startup should adopt a formal equity incentive plan — typically at formation or before the first option grant. The plan establishes the framework for all equity grants: the types of awards available (ISOs, NSOs, restricted stock, RSUs), the total share pool reserved for grants, the administrator of the plan (usually the board of directors), and the terms governing vesting, exercise, and forfeiture.

The plan should be approved by the board and the shareholders. It needs to be flexible enough to accommodate different types of grants for different recipients, but structured enough to ensure compliance with Rule 701, Section 409A, and state securities laws.

The Option Pool

Most startups reserve 10% to 20% of their fully diluted shares for the equity incentive plan (the "option pool"). Investors typically negotiate the option pool as part of a financing round — and they usually want it to come out of the founders' dilution, not theirs. The size of the pool should reflect your hiring plan for the next 12 to 18 months.

Grant Documentation

Every equity grant needs a written agreement — an option agreement, restricted stock purchase agreement, or RSA — that specifies the number of shares, the exercise price (for options), the vesting schedule, and the terms of exercise and repurchase. Board approval should be documented in written consents or meeting minutes.

Ongoing Administration

Equity compensation is not a set-it-and-forget-it exercise. Ongoing administration includes: maintaining an accurate cap table, tracking vesting schedules, ensuring timely 409A valuations before each grant, monitoring Rule 701 compliance limits, processing exercises and 83(b) elections, and updating records as employees join and leave.

Companies that self-administer their equity plans without counsel or a platform frequently make mistakes that surface at the worst possible time — during acquisition due diligence.


Need Help With Equity Compensation?

Whether you're designing an equity plan, granting your first options, or approaching a liquidity event, getting equity compensation right from the start saves money, avoids compliance problems, and positions your team for the best possible tax outcomes. Book a free consultation to discuss your situation.

Book a Free Call


Disclaimer: This guide is provided for informational purposes only and does not constitute legal or tax advice. Equity compensation involves complex and fact-specific rules — always consult with a qualified attorney or tax advisor regarding your particular situation. Joe Wallin is a corporate and tax attorney at Carney Badley Spellman, P.S. in Seattle, Washington.

© 2026 The Startup Law Blog. All rights reserved.

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