Confirming Your Paperwork

Before you can meaningfully talk to any buyer, you need to know precisely what you hold and what restrictions apply to it. This step gets skipped more often than it should — sellers assume they can sell freely and only discover a ROFR clause or a consent requirement after they've already found a buyer and set expectations.

The goal here is simple: read your own documents (or have someone who can read them for you) before you start the sale process, not during it.

Checklist for this stage

• Locate your original stock purchase agreement, SAFE, or convertible note.
• Check the company's bylaws or a shareholders' agreement for a right of first refusal (ROFR) clause — see ROFR & transfer consent for what this means in practice.
• Check whether board or company consent is separately required, independent of any ROFR (see company consent vs. board approval).
• Confirm whether your shares are fully vested — if not, note that a buyer purchasing unvested stock has their own 83(b) consideration (see the 83(b) deep dive) worth flagging to them early.
• If you hold a SAFE or note rather than shares, check its specific transfer/assignment language (see selling a SAFE, not shares).

Common pitfalls

• Assuming "the company hasn't said no to anyone else" means there's no consent requirement — read the actual clause.
• Not knowing your own cost basis, which you'll need for tax purposes once a sale closes.
• Discovering a transfer restriction only after telling a buyer a price and rough timeline, damaging trust in the deal.