What to request before you sell startup shares

A private-share sale rarely fails on price — it fails on paperwork and permissions. Here's what to line up before you start, so a transfer clears cleanly.

Confirm you can actually sell

Your share certificate / proof of ownership — that the shares are vested, exercised and genuinely yours.
The ROFR and transfer-restriction clauses — who gets first refusal and what notice is required.
Any board-approval requirement — most private transfers need the company's sign-off.
The shareholders' agreement (especially in Europe) — drag/tag, pre-emption and permitted-transferee rules.

Line up the sale paperwork

A recent valuation reference — the 409A and any last-round price, to sanity-check an offer. See what discount is fair.
The company's transfer process / forms — many have a set procedure; ask early.
Tax records — your strike, exercise date and cost basis, for the capital-gains calculation.

Work out your likely net first with the free estimator, then approach the process with your documents ready.

Frequently asked questions

What approvals do I need to sell private company shares?

Almost always the company's board approval, plus satisfying any right of first refusal (ROFR) that lets the company or existing investors buy first. In Europe, the shareholders' agreement may add pre-emption rights and permitted-transferee rules. Confirm these before agreeing a sale — they can block or delay a transfer.

What's the first document to check before selling?

Your option/RSU agreement and the shareholders' agreement — specifically the transfer-restriction, ROFR and board-approval clauses. They determine whether a sale is even allowed and what steps are required. No buyer or price overrides them, so check them before spending time finding a buyer.

Get the numbers before you decide

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What to request before you sell startup shares

Confirm you can actually sell

Line up the sale paperwork

Frequently asked questions

Get the numbers before you decide

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