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I will draft a US founder stock purchase agreement for startup equity
US Licensed Attorney Startup Equity and IP Legal Expert
I am Henry Norwood, a licensed US attorney (Bar #362841) specializing in startup law, founder equity, IP protection, and corporate structuring. I help entrepreneurs, co-founders, and tech startups dra...
About this Gig
Are you founding a US startup and need to formally issue equity to yourself or your co-founders? A Founder Stock Purchase Agreement (SPA) establishes official stock ownership, purchase price, payment methods, and initial shareholder terms required by corporate law.
I am Henry Norwood, a licensed US Attorney (Bar #362841). I will draft a legally binding, VC-standard Founder Stock Purchase Agreement tailored specifically to your Delaware, California, or state-level corporation (C-Corp or LLC).
What this agreement covers:
- Issuance of Common Stock/Units to original founding members
- Par value or fair market value valuation mechanics
- Payment methods (cash, intellectual property assignment, or past services)
- Securities law compliance representations (Reg D / Section 4(a)(2))
- Tax election frameworks and spousal consent documentation
Avoid governance disputes and costly investor due diligence red flags down the road. Secure your initial equity distribution properly from day one with an attorney-drafted agreement customized to your company.
Select your package or order directly to secure your startup equity structure.
Field of law:
Business (corporate)
•
Commercial
•
SaaS agreement
Legal consulting Gigs are not screened
Please note that there is no screening process for this service. We recommend that you message the freelancer and check all necessary details before placing your order. Pro freelancers in this category have gone through a vetting process. You can find more details here.
FAQ
What is a Founder Stock Purchase Agreement (SPA)?
A Founder Stock Purchase Agreement is a contract where a startup sells its initial shares of stock to its founders, establishing legal ownership percentages and purchase terms.
Why can't I just split equity verbally without an SPA?
Verbal equity agreements are legally unenforceable in corporate governance and will prevent you from raising capital, opening business banking accounts, or passing investor due diligence.
What is par value in stock purchases?
Par value is the nominal value assigned to a share of stock upon incorporation (e.g., $0.0001 per share), allowing founders to purchase millions of initial shares at a low cost.
Can founders pay for shares using Intellectual Property instead of cash?
Yes. Founders can purchase their stock via cash, pre-existing IP transfer, or documented services rendered to the corporation.
Does this agreement work for both C-Corporations and LLCs?
Yes, the contract structure will be tailored depending on whether your entity issues Common Stock (C-Corp) or Membership Units (LLC).
Is a spousal consent form required?
If a founder resides in a community property state (e.g., California, Texas), a spousal consent signature prevents future ownership claims during personal legal proceedings.
Does this SPA comply with US securities laws?
Yes, it incorporates standard private placement exemptions under federal and state securities rules (such as Section 4(a)(2) of the Securities Act).
What details do I need to provide to start?
You will need to provide company name, jurisdiction, founder names, total shares being purchased, purchase price per share, and payment method.
Can multiple co-founders be included in one agreement order?
Yes. The Standard package supports up to 3 co-founders, and the Premium package supports multi-founder custom issuances with companion board resolutions.
