Restricted stock & 83(b)

When founders take stock at incorporation, they almost always take restricted stock: they pay for the full grant up front at par, but the company keeps the right to repurchase any shares that haven’t vested. Tenacap handles the whole sequence from one form — it issues the holding onto your cap table, attaches a vesting schedule, generates the purchase agreement to e-sign, and starts the clock on the 83(b) election.

What restricted stock is

A restricted stock holding has two halves: the purchase (how many shares, at what price per share, with the par value of the chosen class) and the vesting schedule that governs when the company’s repurchase right lapses. Because the founder owns the shares from day one, this is different from an option grant, where ownership only begins at exercise. If you’re comparing the two, see Options & vesting.

Restricted stock and your equity plan

Restricted stock granted out of an equity incentive plan uses up that plan’s reserve, share for share, exactly as an option grant does. A standard plan reserves shares for “Awards”, and restricted stock is one of them — so a 100,000-share RSA leaves 100,000 fewer shares to grant later. Tenacap counts it in the plan’s Granted figure and takes it out of Available.

Founder restricted stock issued outside any plan is different: it consumes no reserve, because there was no reserve behind it. On a holder’s page an award shows the plan it came from, or a dash when there was none.

Issuing restricted stock

Open the Restricted stock (RSPA) section of the company panel and choose to issue. The form asks for the essentials:

• Purchaser — the stakeholder receiving the shares.
• Share class — usually Common Stock. The class’s par value is filled in for you.
• Quantity and price per share — the number of shares and what the purchaser pays for each.
• Vesting — pick a standard schedule (a cliff plus a vesting frequency, such as a one-year cliff then monthly over four years) or define a custom milestone schedule.

Issuing writes everything together: the share ledger entry, the vesting schedule, the agreement record, and the 83(b) election are committed as a single atomic action, so your cap table and the document can never drift apart. The fully-diluted view updates immediately.

Generating the RSPA

The same action produces a Restricted Stock Purchase Agreement (RSPA) — a standard founder-form agreement filled in with the purchaser, share class, quantity, price, and a plain-language description of the vesting and repurchase terms you chose. From the holding’s Agreement expander you can preview it, request a signature, and download the signed copy with its completion certificate once it’s executed. The signing flow is the same one used everywhere else in Tenacap; see Documents & e-signature for how sending, signing, and sealing work.

The 83(b) election

An 83(b) election tells the IRS you want to be taxed on the value of your restricted stock now, at purchase, rather than as it vests. For founders buying at a very low price, filing is almost always the right move — it can dramatically lower the tax you owe later. The issuance form has a Seed an 83(b) reminder checkbox, checked by default — leave it checked and Tenacap creates an 83(b) election alongside the purchase, computes its filing deadline (the purchase date plus 30 days), and tracks it as not filed until you mark it filed.

Tenacap also prepares the election document itself. On the 83(b) row in the cap table’s compliance section, Election PDF generates a complete, printable Section 83(b) election carrying everything we already hold: your name and address, a description of the shares, the date of transfer and taxable year, the vesting restrictions in plain language, the fair market value in force on the transfer date, and the amount you paid. It prints twice — the copy you file with the IRS, and the copy you must furnish to the company.

Once you mail your election, mark it filed (and optionally attach the letter) so the holding’s status stays accurate. All of your elections, with their deadlines and reminders, are gathered on the compliance page — see Compliance & tax.

Repurchase on departure

The point of vesting is the company’s right to buy back unvested shares if the holder leaves. The schedule you attach at issuance defines exactly when that right lapses: as shares vest, they become the holder’s to keep; anything still unvested at departure is subject to repurchase, typically at the original purchase price. Because the schedule lives on the holding, the vested-versus-unvested split is always current on your cap table and in each stakeholder’s view.