How to issue founder shares

1. Check the authorized shares in the charter

   The certificate of incorporation sets how many shares the company may issue. Startups commonly authorize 10,000,000 shares of common stock at $0.00001 par value and issue most of them to founders, keeping the rest for later hires and an option pool.

2. Agree the split and the vesting

   Decide how many shares each founder gets and how they vest. A common schedule is four years with a one-year cliff: nothing vests in the first year, a quarter vests at the first anniversary, and the rest monthly. Read how to split equity with a cofounder and how founder vesting works.

3. Have the board approve the issuance

   The board of directors approves the sale of founder stock, usually in the initial board consent signed right after incorporation. The approval names each purchaser, the number of shares, the price and the vesting terms.

4. Sign a stock purchase agreement with each founder

   Each founder signs a restricted stock purchase agreement. It records the shares, the price, the vesting schedule and the company's right to repurchase unvested shares if the founder leaves. Founders also assign their relevant inventions and code to the company, in the agreement or a separate IP assignment.

5. Pay for the shares

   Founders buy at par value, so the price is small: 4,000,000 shares at $0.00001 cost $40. Pay from your own account to the company, or contribute assets such as code under the agreement, and keep the record.

6. Record the shares in the stock ledger

   Enter each issuance in the company's stock ledger with the date, holder, class, number of shares and the documents behind it. The cap table is built from these entries; a spreadsheet that disagrees with the signed documents causes problems in diligence.

7. Decide on the 83(b) election within 30 days

   Founders who receive shares that vest usually file an 83(b) election within 30 days of the transfer, so tax is measured on today's value rather than later, higher values. The deadline can't be extended. Read how to file an 83(b) election.

• Shares promised in a chat or a spreadsheet but never approved by the board or signed.
• No vesting, so a cofounder who leaves after three months keeps their whole stake.
• Code written before incorporation that was never assigned to the company.
• A missed 83(b) deadline, which can't be fixed by filing late.
• A cap table that doesn't match the signed documents. See how to keep a clean cap table.

When Corply forms your Delaware C-Corp, founder stock is part of the same application. Corply prepares the board consent and each founder's stock purchase agreement with vesting and IP assignment, sends each founder a personal signing link, records the shares in the stock ledger and files each 83(b) election by USPS Certified Mail for $70. You can do it from the browser or from Claude, Codex or Claude Code. Corply isn't a law firm; bring in counsel for unusual terms.