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Insights

Equity Dilution Demystified: What Every Startup Founder Needs to Know

In the startup world, few concepts spark as much anxiety as equity dilution. Many founders assume dilution is always negative, but the reality is more nuanced. Equity dilution is a natural and often necessary part of growth. By understanding its mechanics, you can manage dilution strategically and build long-term value.

Decoding 409A Valuations: Navigating the Complexities of Startup Stock Valuation

In the high-stakes world of startup equity, understanding 409A valuations isn't just a compliance checkboxβ€”it's a critical strategy that can make or break your company's financial health and employee compensation framework.

RSAs vs. RSUs: Navigating Startup Equity Compensation

For startup founders and employees, equity compensation is not just a financial detail - it’s a strategic tool for growth, retention, and alignment.

Understanding 83(b) Elections: A Critical Tax Strategy for Startup Equity

We want to inform you of an important tax provision that can significantly impact how equity compensation is taxed for startup employees, founders, and early-stage contributors.

Equity

Why is vesting important for founders?

Vesting ensures equity is earned over time, protecting the company if a founder leaves early and keeping incentives aligned with long-term success.

Equity

Should founder equity always be split equally?

Not necessarily. Equal splits can help maintain alignment, but contribution-based allocations may be appropriate if founders bring significantly different resources or commitments.

Equity

How large should the employee equity pool be?

Most early-stage startups reserve 10%–20% for employee incentives, with flexibility depending on hiring plans and growth stage.

Equity

Do unissued shares affect ownership percentages?

No. Only outstanding (issued) shares count toward ownership percentages. Unissued shares remain in the company’s treasury until granted.

Equity

What happens if we run out of authorized shares?

You will need to amend your certificate of incorporation, which requires board and shareholder approval and additional filing fees.

Equity

Why do most startups authorize 10 million shares?

Ten million is a common standard because it allows for flexible allocations to founders, employees, and investors without needing early amendments to incorporation documents.

Equity

Why shouldn’t equity be expressed as a percentage?

Percentages can shift as new shares are issued. Defining equity in terms of actual share counts provides more accuracy and avoids misunderstandings.

Equity

Can my company change the number of authorized shares?

Yes, but only by amending your certificate of incorporation and filing with the state, which usually requires board and shareholder approval.

Equity

Why do investors focus on fully diluted shares?

Investors want to understand their potential ownership if all options, warrants, and convertible notes are exercised. Fully diluted shares give that complete picture.

Equity

What is the difference between authorized and outstanding shares?

Authorized shares are the maximum number allowed under your incorporation documents, while outstanding shares are those currently issued to shareholders.

Equity

Do all employees in a startup receive equity?

Not always. Equity is more common in early-stage startups and higher-level roles, though many growing companies expand equity participation to create a stronger ownership culture.

Equity

How do employees know what their equity is worth?

Equity value depends on company valuation, which changes with funding rounds, revenue growth, and market conditions. Clear communication from leadership helps employees understand potential value.

Equity

Why do startups use vesting schedules?

Vesting ensures employees earn equity over time, rewarding commitment and protecting the company if someone leaves early.

Equity

What is the most common type of equity compensation for startups?

Stock options remain the most common, but RSAs and RSUs are increasingly popular depending on company stage and employee needs.

Formation

What are the risks of converting my business entity?

Risks include tax consequences, restructuring ownership rights, and compliance burdens. Without proper planning, these can create legal or financial complications.

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