Deal structures
Structuring a Partial Sale
Selling a slice of your stake instead of all of it — the mechanics of splitting a position.
An angel doesn't have to choose between holding an entire stake or cashing out completely. Selling a portion — a third, a half, whatever fraction — is common, and it's the same structural mechanism as a full sale applied to fewer shares, with the same ROFR and consent process typically triggered for the portion being sold.
The appeal is straightforward: convert some of an illiquid, all-or-nothing position into cash today, while keeping upside exposure on the rest in case the company continues to grow.
How it works
- Decide how many of your shares (not necessarily a round percentage) you want to sell — this can be driven by a target cash amount as easily as a target percentage.
- The transfer process runs the same course as a full sale — ROFR notice, company consent, escrow and closing — just for the specific share count being sold.
- The company updates its cap table to reflect two positions where there was one: your remaining shares, and the buyer's newly-acquired shares.
- Any per-investor rights tied to your position (pro rata, information rights) generally stay with whichever shares you retain, not the ones you sold, though this is worth confirming directly.
Worked example
An angel holds 40,000 shares, currently marked around $3.00/share. Rather than sell everything, they sell 15,000 shares (37.5% of the position) and keep 25,000.
- Total position before sale
- 40,000 shares (~$120,000 at $3.00)
- Shares sold (37.5%)
- 15,000 shares → $45,000 cash today
- Shares retained
- 25,000 shares (~$75,000 of continued paper upside)
- Compare: full sale of all 40,000
- $120,000 cash, $0 retained upside
Why it matters: The partial sale converts $45,000 to real, spendable cash today while keeping $75,000 of paper value exposed to further upside (or further risk) — a full sale would have realized more cash immediately but ended all further participation in the company entirely.
Watch out for
- Confirm the company allows partial transfers at all — a small number of companies' documents require an all-or-nothing transfer, though this is uncommon.
- A partial sale still triggers the same ROFR and consent process as a full sale, just sized to the portion sold — it isn't a lighter-weight process, only a smaller dollar amount moving through it.
- Think through the tax basis mechanics of selling a portion of shares acquired at different times or prices (e.g., multiple SAFEs or rounds) — which specific shares you're treated as selling can affect your gain calculation.