#ownership
Track ownership stakes, equity, and shareholder records
A co-founder prenup records capital contributions, equity splits, vesting, spending authority, salary triggers, and exit terms before the first dollar moves — Carta data shows only 45.9% of two-founder startups incorporated in 2024 split equity equally — and maps each decision to ledger entries your accountant can verify.
Six million U.S. businesses are expected to change hands by 2035, yet over 58% of owners have no succession plan. The National Worker Cooperative Development and Support Act, reintroduced in December 2025, would create an SBA pilot guaranteeing $60 million in loans over ten years for worker cooperative conversions — solving the 20%-owner personal guarantee problem that blocks most co-op financing. Here's how the pilot, Section 1042 capital gains deferral, and clean bookkeeping fit into an employee-ownership exit.
FASB's ASU 2025-12 (Issue 10) codifies a third method for retiring repurchased shares — charging the full excess over par value to additional paid-in capital, as long as APIC stays non-negative. Here is how the APIC-only, retained-earnings-only, and allocation methods change the balance-sheet impact of a co-founder buyout, and why the choice matters for loan covenants and dividend capacity before the December 15, 2026 effective date.
Before a Series A term sheet arrives, founders should check three specific cap table failure points — a pre-money option pool shuffle that dilutes only founders, missing or over-vested founder equity, and stacked SAFEs with unmodeled conversion terms — each of which can delay or derail a raise.
How an ESOP lets founders exit on their own terms — 6,411 US ESOPs hold $2.1 trillion for 15.1 million employees. Covers Section 1042 capital gains deferral, the S-corp federal tax exemption, 2–4% deal costs, fiduciary and repurchase obligations, and which businesses actually fit the structure.
An Employee Ownership Trust (EOT) lets a business owner sell to a permanent employee-benefit trust instead of a competitor or private equity firm, costing roughly $30,000-$100,000 to set up versus $150,000+ for an ESOP, though the U.S. still offers no federal tax incentive for EOT sales while Canada made its C$10 million capital gains exemption permanent in June 2026.
Schedule B-1 of Form 1065 uses Section 267(c) attribution — not Section 318 — to identify partners who own 50% or more of profit, loss, or capital. A practical guide for tiered partnerships, family holding LLCs, and private equity fund structures.
Section 1377(a)(2) lets an S corporation split its tax year when a shareholder fully exits, allocating pass-through items to the period each owner actually held stock. This guide covers when the election is available, who must consent, the 1.1368-1(g) alternative, and the bookkeeping it demands.
A practical guide to managing a startup cap table from incorporation to exit — covering SAFEs, priced rounds, option pool sizing, 409A valuations, vesting mechanics, dilution math, and the diligence-ready habits that prevent costly equity surprises.
Understanding the right business entity type is crucial for entrepreneurs. This guide outlines the implications of different structures on taxes, personal liability, compliance, fundraising, ownership flexibility, and business credibility.
