Create a bespoke document in minutes, or upload and review your own.
Get your first 2 documents free
Your data doesn't train Genie's AI
You keep IP ownership of your information
Stock Agreement
I need a stock agreement detailing the exchange of 10,000 shares as part of a merger, with a vesting period of 3 years and a 6-month lock-up period post-merger completion.
What is a Stock Agreement?
A Stock Agreement sets the rules for buying, selling, and owning shares in a company. It spells out key terms like share price, vesting schedules, and transfer restrictions that both the company and stockholders must follow. Think of it as the rulebook that protects everyone's interests when dealing with company equity.
These agreements play a vital role in startups and established corporations alike, helping prevent ownership disputes and unwanted stock sales. They often include specific provisions required by SEC regulations, such as right of first refusal, tag-along rights, and mechanisms for handling major company events like mergers or IPOs.
When should you use a Stock Agreement?
Use a Stock Agreement when bringing new shareholders into your company or restructuring existing ownership. This is especially critical during funding rounds, employee stock offerings, or when selling shares to investors. Having clear rules about stock transfers protects both the company and shareholders from future disputes.
A Stock Agreement becomes essential before any major ownership changes - like issuing equity compensation, adding co-founders, or preparing for acquisition talks. It helps maintain control over who owns shares, sets clear processes for stock transfers, and ensures compliance with SEC regulations. Early implementation prevents messy ownership disputes and simplifies future transactions.
What are the different types of Stock Agreement?
- Simple Stock Purchase Agreement: Basic version for straightforward stock sales, ideal for small private companies and startups.
- Common Stock Purchase Agreement: Covers standard share purchases with typical voting rights and dividends.
- Private Stock Sale Agreement: Specifically for transferring shares between private parties, with added confidentiality provisions.
- Phantom Stock Agreement: Creates synthetic equity rights without actual share ownership, common in employee incentive plans.
- Stock Sale Agreement: Comprehensive version for complex transactions, including detailed representations and warranties.
Who should typically use a Stock Agreement?
- Company Founders: Create and sign Stock Agreements when establishing ownership structures or bringing in new shareholders.
- Corporate Attorneys: Draft and review agreements to ensure SEC compliance and protect client interests.
- Investors: Review and negotiate terms before purchasing shares, especially during funding rounds.
- Board Members: Approve and oversee stock issuance, transfers, and related governance matters.
- Executive Officers: Implement and manage stock programs, particularly for employee equity compensation.
- Corporate Secretary: Maintains records and ensures proper documentation of all stock transactions.
How do you write a Stock Agreement?
- Company Details: Gather full legal name, registration info, and state of incorporation.
- Stock Information: Document total shares authorized, class types, par value, and current ownership.
- Transaction Terms: Define price per share, payment methods, and closing conditions.
- Shareholder Rights: Specify voting rights, transfer restrictions, and dividend policies.
- Vesting Schedule: Outline any time-based or milestone conditions for stock ownership.
- Signatures Required: List all parties who need to sign, including board approvals.
- Platform Features: Our system generates customized Stock Agreements that include all required elements and comply with state laws.
What should be included in a Stock Agreement?
- Identification Section: Names, addresses, and legal status of all parties involved.
- Stock Details: Number of shares, class, price, and payment terms.
- Purchase Terms: Closing conditions, payment schedule, and delivery method.
- Representations: Statements about company status, share validity, and seller authority.
- Transfer Restrictions: Rules for selling or transferring shares to third parties.
- Rights & Obligations: Voting rights, dividend eligibility, and shareholder duties.
- Governing Law: State jurisdiction and dispute resolution procedures.
- Signature Block: Dated signatures of all parties, with proper attestation.
- Template Guarantee: Our platform ensures all these elements are properly included and legally compliant.
What's the difference between a Stock Agreement and a Stock Option Agreement?
A Stock Agreement differs significantly from a Stock Option Agreement in several key aspects. While both deal with company equity, they serve different purposes and operate under distinct legal frameworks.
- Immediate vs. Future Rights: Stock Agreements transfer actual ownership immediately, while Stock Option Agreements only grant the right to purchase shares at a later date.
- Ownership Status: Stock Agreement holders become immediate shareholders with voting rights and dividends; option holders have no shareholder rights until they exercise their options.
- Tax Implications: Stock Agreements trigger immediate tax consequences upon transfer, whereas options typically don't create tax obligations until exercise.
- Flexibility: Stock Options offer more flexibility in timing and can serve as long-term incentives, while Stock Agreements complete the transfer upon execution.
- Risk Profile: Stock Agreements require immediate payment and commitment, while options allow holders to wait and evaluate before investing.
Download our whitepaper on the future of AI in Legal
³Ò±ð²Ô¾±±ð’s Security Promise
Genie is the safest place to draft. Here’s how we prioritise your privacy and security.
Your documents are private:
We do not train on your data; ³Ò±ð²Ô¾±±ð’s AI improves independently
All data stored on Genie is private to your organisation
Your documents are protected:
Your documents are protected by ultra-secure 256-bit encryption
Our bank-grade security infrastructure undergoes regular external audits
We are ISO27001 certified, so your data is secure
Organizational security
You retain IP ownership of your documents
You have full control over your data and who gets to see it
Innovation in privacy:
Genie partnered with the Computational Privacy Department at Imperial College London
Together, we ran a £1 million research project on privacy and anonymity in legal contracts
Want to know more?
Visit our for more details and real-time security updates.
Read our Privacy Policy.