I incorporated solo via Stripe Atlas (Delaware C-corp). Issued myself founder shares (all of it except for employee pool is in my name) at par value and filed 83(b). Now bringing on a co-founder and want to give them a significant equity stake.
What's the cleanest approach:
- Transfer portion of my existing shares to co-founder (gift or sale at par value)
- Surrender shares back to company (at no cost), then reissue to co-founder
- Issue new shares to co-founder (expanding total issued shares) to get the right equity split
Main concerns:
- Tax implications for both parties (gift tax, capital gains, 83(b))
- QSBS eligibility preservation
- Proper vesting setup for co-founder
- Investor optics
- Paperwork involved (Less is preferable and self-serve via Carta is preferable compared to engaging an attorney besides for advice)
Company Context:
- It's been 40ish days since I assigned the shares to myself, filed for 83(b) to now.
- Completely is completely bootstrapped and FMV hasn't changed at all (pre-revenue) - no external investors.
Any guidance on the right structure appreciated. Thanks!
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Mukil Kesavan
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