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You should consult with a lawyer before relying on these documents. The content in these templates are for informational purposes and do not constitute legal advice.

Templates

Founder Stock Purchase Agreement

The legal mechanism that actually issues founder stock and ties it to vesting — every founder signs one on day one, and every share a founder owns later traces back to it.

DOCX135 KB · 23 pages

Updated 2026-07-09

You should consult with a lawyer before relying on this document. The content in this template is for informational purposes and does not constitute legal advice.

When you need this

Use it at formation, alongside the board consent that authorizes the issuance. This agreement documents the founder’s purchase of shares, sets the purchase price, establishes the vesting schedule, and gives the company a repurchase right over unvested shares if the founder stops providing services. It should be signed when the shares are issued, because the related 83(b) election must be filed within 30 days after the stock is transferred.

  • At formation, on or around the same time as the Action in Lieu of Organizational Meeting that authorizes the founder stock issuance.
  • Whenever new founder equity is being issued, such as when a co-founder joins later or additional founder shares are approved.
  • Before an 83(b) election can be filed. The founder needs a completed stock purchase transaction before making the election, and the filing deadline runs from the date the stock is transferred.

Worked example

Scenario
A solo founder forms the corporation but never completes the founder stock issuance. Six months later, while preparing for a SAFE financing, the founder realizes the company cannot produce a signed stock purchase agreement or a clean documented cap table.
Outcome
Papering the issuance retroactively creates two problems at once. Dating the agreement back to formation puts the 83(b) election months past its 30-day window. Dating it to today means the company has real value (a product, customers, a SAFE term sheet), and issuing at par now triggers ordinary income tax on the spread between par and FMV. Signing this template on day one, before anything else, avoids both traps.

Watch out for

  • Missing the 83(b) thirty-day window.The 83(b) election generally must be filed within 30 days after the restricted stock is transferred. Missing the deadline can cause the founder to recognize ordinary income as shares vest if the stock value increases. This is one of the most expensive avoidable mistakes, so the founder should coordinate promptly with tax advisors after signing.
  • Giving Pre-vested credit at signing.Founders sometimes ask for immediate vesting credit for pre-formation work. That may be appropriate in some circumstances, but it should be discussed before signing because investors may expect founder equity to remain subject to a standard vesting schedule and may revisit the point in a later financing.
  • Forgetting the Stock Power in escrow.The agreement contemplates that restricted shares, and a stock power signed in blank, are held with the company while the shares remain subject to repurchase. Without the stock power, the company may have a harder time enforcing the repurchase right cleanly if a founder departs.

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