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For a new corporation, should the vesting schedule and related conditions be written in the Articles of Incorporation, Shareholders Agreement or as a separate document?

Thanks for any advice.

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1 Answer

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Each founder should have a separate agreement (often called a "Restricted Stock Purchase Agreement") which specifies the vesting schedule.

Also, the founders should seriously consider filing an 83(b) election.

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Thanks for the answer. I noticed that some people put a vesting provision in the "Shareholder's Agreement". Would this be a good alternative to the "Restricted Stock Purchase Agreement"? Thanks again – dave Aug 9 '12 at 20:43
I don't think so. The Shareholder's agreement is usually an agreement among shareholders and the company is often not a party to it. If the company is a party, then it's possible to put it into the shareholder's agreement, but why? -- vesting is a matter between the individual shareholder and the company; other shareholders shouldn't be involved. Best to put it into the agreement about the share issuance. – Chris Fulmer Aug 10 '12 at 16:14
I see. This explains it very well. Thanks! – dave Aug 10 '12 at 18:41

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