The company simply wouldn’t consent, and my shares stayed frozen
I had a buyer and a price. What I didn’t have was permission to transfer.
Angel investor, first secondary attempt
Illustrative composite. A representative scenario built from how angel secondaries commonly play out — realistic numbers, written in the first person, not the record of a specific named person or company.
Deal snapshot
- Side
- Selling (attempted)
- Sector
- Consumer marketplace
- Stage at entry
- Seed
- Original check
- $30,000
- Hold at attempt
- 6 years
- Discount offered
- 25% below Series B
- Outcome
- No transfer — still holding
I assumed I could sell what I owned
They’re my shares. I found a buyer. I offered a generous discount — 25% under the last round — because I wanted out of a position that had gone quiet. I thought the hard part was finding the buyer.
The hard part was the company.
Consent isn’t a formality
Many private companies require board or company consent for any transfer of shares — it’s written right into the stock agreement. It exists so companies can control who sits on their cap table: they don’t want competitors, activist buyers, or a sprawling shareholder list that complicates their next round or an eventual IPO.
This company had a blanket policy of not approving individual secondary transfers outside of official, company-run liquidity events. It wasn’t personal, and it wasn’t negotiable. No consent, no transfer — full stop. My buyer and my discount were irrelevant.
What I should have done
I should have read the transfer-restriction language before I ever went looking for a buyer, and I should have simply asked the company what their stance on secondaries was. One email would have saved me the whole exercise.
The realistic path for a company like this is to wait for a tender offer or a company-sponsored liquidity program — or the eventual exit. That’s a much longer horizon than I wanted, but it’s the truth of holding early private stock: sometimes the answer is simply “not yet, and not on your schedule.”
What to take from this
- Ask the company its stance on secondary transfers before spending time sourcing a buyer.
- Board/company consent requirements can block a sale outright, regardless of price.
- For consent-restricted companies, a company-run tender offer may be your only realistic exit before the eventual IPO or acquisition.
Every angel who has held a position long enough eventually faces a version of this decision. For the mechanics behind stories like this one, see the guide to how secondaries work.