delaware, c-corporationI was generating “Restricted Stock Purchase Agreement” online. I have been asked the following questions
I couldn’t find enough information about that and my ByLaws doesn’t seem like it contains those 2 clauses.
Can someone explain those?
Will there be any problem in the future if my ByLaws doesn’t contain those information?
Additional Info:
Mine is a Delaware c-corporation and its authorised 10 million shares with $0.00001 par value. Its been 1 and half months since my incorporation and No shares had been issued yet.
I can only answer generally since I haven’t seen your actual documents.
Transfer restrictions mean that you are prohibited from selling your stock to just anyone. Among other things, this is to keep the company out of hot water with the Securities and Exchange Commission.
A right of first refusal is basically an option for the company to buy your shares back from you first, if you wanted to sell them. The company gets first dibs, and if they pass, then you can sell.
You should probably hire a startup lawyer if you don’t know what this stuff means. I mean that in the nicest way possible: it’s very complicated, and easy to make mistakes if you don’t know what you’re doing. One big trap is the 83(b) election, which has a 30-day hard deadline. Get help!
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