Our Equity Services
Managing equity is critical for founders, employees, and investors alike. VirtualCounsel helps startups issue stock options, equity grants, and incentive plans compliantly—avoiding messy cap tables and protecting company value. With expert support in cap table management and investor readiness, we ensure your equity structure scales with your business.
Stock Option Grant (ISO / NSO)
Grant stock options with clarity, compliance, and confidence.
We prepare customized Stock Option Grant Agreements issued under your company’s Equity Incentive Plan (EIP), ensuring each grant is properly structured, authorized, and documented for compliance and future diligence. Whether issuing Incentive Stock Options (ISOs) or Nonqualified Stock Options (NSOs), we help you understand the differences and select the structure that best aligns with your compensation strategy, tax considerations, and employee expectations.
This service delivers clean documentation, proper board approvals, and clear guidance on vesting, exercise mechanics, and equity administration—so you can issue option awards confidently and maintain a complete, compliant paper trail.
Scope of Work
- Draft Stock Option Grant Agreement tailored to Client’s EIP and specific award terms
- Draft corresponding Board Consent approving the stock option grant
- Conduct consultation with Client via phone/email to address ISO vs. NSO classification, vesting schedules, exercise mechanics, and other compliance considerations
- Finalize Grant Agreement and Board Consent for execution and circulation for e-signature
What is an 83(b) election and how does it relate to options?
An 83(b) election allows employees with early-exercised options to pay taxes at grant, potentially reducing future tax liability if the stock increases in value.
Do stock options always have value?
No. Stock options only create value if the company’s market value exceeds the strike price. Many startup options expire worthless.
Founder / Restricted Stock Purchase Agreement (FSPA / RSPA)
Establish founder and early team ownership with clear, compliant equity documentation.
We prepare customized Founder and Restricted Stock Purchase Agreements (FSPA / RSPA) that formalize equity ownership and protect your company’s long-term interests. These agreements define vesting, repurchase, and transfer terms to ensure your capitalization table remains clean, compliant, and investor-ready. Ideal for founders, early hires, or advisors receiving restricted stock at formation or during early growth.
Scope of Work
- Draft Founder / Restricted Stock Purchase Agreement tailored to Client’s capitalization and governance documents
- Draft corresponding Board Consent approving the issuance
- Consultation with Client via phone/email to address relevant vesting schedules, repurchase rights, and compliance considerations
- Finalize Founder / Restricted Stock Purchase Agreement and Board Consent for execution and circulation for e-signature
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.
How do investors view founder equity splits?
Investors prefer balanced and fair structures that reflect commitment and discourage disputes. Unequal or poorly documented splits can raise red flags.
How should co-founders split equity?
There’s no single formula. Many accelerators recommend equal splits to avoid resentment, since the majority of value creation lies ahead. Others prefer contribution-based allocations that reflect past input. What matters most is alignment and trust - and making sure all founder equity vests over time.
Stock Award / Grant (RSA, RSU, SAR)
Issue equity awards confidently with clear, compliant documentation and board approval.
We prepare customized Stock Award and Grant Agreements issued under your company’s Equity Incentive Plan (EIP), ensuring each award aligns with your governance documents, capitalization structure, and long-term incentives strategy. This service covers a variety of award types—including Restricted Stock Awards (RSAs), Restricted Stock Units (RSUs), and Stock Appreciation Rights (SARs)—and offers thoughtful structuring around vesting, transfer restrictions, and compliance.
Whether you’re incentivizing executives, employees, advisors, or founders, we help you issue equity awards smoothly and confidently, while safeguarding your company’s interests and maintaining a compliant paper trail for future due diligence.
Scope of Work
- Draft Stock Award / Grant Agreement tailored to Client’s equity structure and award type
- Draft corresponding Board Consent approving the issuance
- Consultation with Client via phone/email to address vesting, transfer restrictions, and compliance considerations
- Finalize Stock Award / Grant Agreement and Board Consent for execution and circulation for e-signature
What’s the difference between RSAs and RSUs?
- RSAs (Restricted Stock Awards): Shares are issued upfront, subject to repurchase rights if unvested. Best for founders and early hires when valuation is low.
- RSUs (Restricted Stock Units): Shares are delivered only when vesting is complete. Best for later-stage hires when valuation is high.
When should a startup use RSAs instead of RSUs?
RSAs are generally more effective for very early-stage startups with low valuations, since they allow employees and founders to lock in minimal tax liability through an 83(b) election.
Which is more favorable for employees—RSAs or RSUs?
It depends on company stage. RSAs can be advantageous early on, while RSUs may be more predictable in later-stage or pre-IPO companies with higher valuations.
Equity Incentive Plan (EIP)
Design and implement an equity plan that drives alignment, retention, and growth.
We prepare a customized Equity Incentive Plan (EIP) that enables your company to issue options or other equity awards to employees, advisors, and directors. This service ensures your plan is investor-ready, compliant with applicable securities laws, and easy to manage as your company scales.
Scope of Work
- Draft comprehensive Equity Incentive Plan and related board and stockholder consents
- Draft form of Option Grant Agreement and related award documentation
- Consultation with Client via phone/email to address relevant plan design, vesting schedules, and compliance considerations including 409A
- Finalize Equity Incentive Plan and Agreements for adoption and implementation
What types of equity can be granted under an EIP?
An EIP can include stock options, restricted stock, RSUs, and other equity-based awards, giving flexibility to tailor compensation.
Do all startups need an equity incentive plan?
Yes. Even small teams benefit from setting aside equity early. Without one, you risk complications in hiring, fundraising, and future compliance.
Does the size of an option pool affect the acquisition price?
Yes. A larger pool can dilute per-share value, which impacts how acquisition proceeds are distributed among shareholders and option holders.
Cap Table Setup and Management
Streamline your equity management with accurate, investor-ready capitalization records.
As Carta Certified Experts, we help you streamline equity management with precise, compliant cap table solutions. Clients onboarding through us enjoy 20% off Carta subscriptions, and while Carta is our preferred platform, we’re equally equipped to support cap tables built on other platforms.
This service includes a detailed review of all existing equity documentation—founder and employee stock agreements, investor agreements (including convertible notes, SAFEs, and warrants)—as well as the creation of a comprehensive pro forma cap table. We ensure your records are accurate, compliant, and ready for investors or auditors.
Scope of Work
- Analyze existing cap table and all supporting equity documentation
- Review Founder, Employee, and Investor Stock Purchase and Option Agreements
- Review Convertible Notes, SAFEs, and Warrants
- Build detailed Pro Forma Cap Table reflecting current and post-transaction ownership
- Consultation with Client via phone/email regarding 409A valuation planning and equity strategy
- Finalize Cap Table for compliance and investor readiness
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.
Do equity grants need formal documentation?
Absolutely. Grants should be approved by the board, backed by a 409A valuation, and issued through a written equity plan.
Investor-Ready Package
Position your company for fundraising success with clear, compliant, investor-grade documentation.
Whether you’re raising your first round or preparing for institutional investment, this service ensures your company is ready to meet investor expectations. We combine practical business strategy with legal precision to get your house in order—so you can focus on capital, not cleanup.
Scope of Work
- Conduct legal and structural review of company formation documents, governance materials, and capitalization table
- Identify and prioritize legal or operational gaps impacting investor readiness
- Draft or update key materials, such as Charter, Bylaws, Stock Purchase Agreements, or convertible instruments, as needed
- Consultation with Client via phone/email to address structure, investor relations, and closing logistics
- Build or refine pro forma cap table and prepare deliverables for investor review or due diligence
- Finalize documentation for investor presentation or financing readiness
What is @VirtualCounsel?
VirtualCounsel, PC (i.e., @VirtualCounsel) is a virtual law firm headquartered in San Diego, CA. We are progressive corporate attorneys. We are a startup ourselves, and we built our law firm to serve startups in the way that we believe a professional service provider should serve their clients.
What level of contact will I have with my attorney if I’m a @VirtualCounsel subscriber?
You have on-demand access to your attorney POC and the entire team via scheduled phone/video consultations, email, and Slack messages.
Our Equity Offerings Guide
Most founders get equity compensation wrong.
You're trying to figure out stock options, vesting schedules, and cap tables without clear guidance.
You're concerned about dilution, fairness to early employees, and maintaining founder control.
You're risking future fundraising complications because your equity structure isn't investor-ready.
We get it, which is why we structure equity plans that are built to last.
Your Equity Advantage
Clean, Accurate Cap Tables
Attract & Retain Talent
Investor-Ready Structure
Hear what clients have to say:
They help me manage downside, think through opportunities in detail, organize our employees, and structure everything in a smart and effective way.”
Digital is our default
Equity Plans Built for Growth
Partner with our equity experts to structure ownership the right way. From stock option grants and equity incentive plans to cap table management and investor-ready packages, we’ll ensure compliance and accuracy so you can focus on growing your business.