SharesPost

FREQUENTLY ASKED QUESTIONS FOR SHAREHOLDERS

SharesPost is a Member Broker-Dealer of the NASDAQ Private Market. As a client of SharesPost, you may submit an Indication of Interest (IOI) with desired terms for the sale of your private company shares to your SharesPost Private Securities Specialist. Your SharesPost Private Securities Specialist can then review and publish your IOI to the broader NASDAQ Private Market broker-dealer network. 

If a Buyer agrees to your terms, your SharesPost Private Securities Specialist will contact you. 
Prior to entering into a Stock Purchase Agreement, you will need to provide the following:

  • A copy of a photo ID (Government issued ID such as Driver’s License or Passport)
  • A W-9 (or W-88EN)
  • A copy of your Stock Transfer Restrictions and/or acquisition agreement
  • Copy of Stock Certficate (if applicable)
  • Entity Formation Document (if seller is an entity)
  • A Seller Suitability Questionnaire
  • A signed Commission Agreement

After the documents above have been verified, the Buyer and Seller are sent a Stock Purchase Agreement for signature. Once signed by both parties, the Stock Purchase Agreement IS BINDING. The binding agreement is then provided to an escrow provider, usually U.S. Bank, to open an escrow account into which the Seller will deposit evidence of ownership of its shares, and the Buyer will deposit the purchase price plus any other required fees and expenses.

SharesPost, along with the NASDAQ Private Market and the escrow provider, will work with you to navigate the transfer process with the company whose shares are being transferred. Once the Buyer and Seller execute the final transfer agreement, escrow is released, and the deal closes.

Your SharesPost Private Securities Specialist, along with the NASDAQ Private Market operations team, will assist you in initiating this process after conferring with you. You may wish to consult with an attorney for further assistance with any legal issues applicable to the transferability of your shares. Go to the SharesPost Referrals page to find an attorney or other expert if you need further assistance.

Only you can determine a fair price for your shares. SharesPost is not an investment advisor and provides no investment advice of any kind to Buyers or Sellers.

Go to the Disclaimers page for SharesPost’s disclaimer of any liability for your transactions on SharesPost.

You may wish to consult with an attorney for further assistance with any legal issues applicable to the transferability of your shares. Go to the SharesPost Referrals page to find an attorney or other expert if you need further assistance.

Sellers may indicate an interest in selling common or preferred stock. Sellers are asked to identify the class and series of their shares when indicating their interest to sell.

You can suggest to your SharesPost Private Securities Specialist that they nominate a company for the NASDAQ Private Market. SharesPost will ask you a few questions about the proposed company and your interest in transacting in its shares to help support the nomination. Please contact a Private Securities Specialist.

Direct stock transfers have a $50,000 minimum.

For a transaction between a single Buyer and a single Seller, SharesPost Financial Corporation charges a commission fee that ranges up to 5% or $5,000, whichever is greater. Depending on the size of the transaction, there will be additional fees including escrow, transfer, and legal opinion expenses incurred by the transacting parties.

If your shares are subject to restrictive agreements, a closing often occurs within sixty days of providing formal notice to the company of your intent to sell. Other factors, including the company’s speed in processing the transaction and more complex restrictions on transfer may cause the timing of the close to vary.

When you indicate an interest to sell your shares, you will be asked to identify any restrictions that apply to them and to upload copies of the documents containing the restrictions. These “restrictive documents” will become an exhibit to the agreement you enter into with the Buyer. This provides a Buyer with knowledge of the restrictions in advance of entering into any agreement.

You may wish to consult with an attorney for further assistance with any legal issues applicable to the transferability of your shares. Go to the SharesPost Referrals page to find an attorney or other expert if you need further assistance.

A company cannot legally prohibit you from transferring your shares unless you have signed an agreement permitting them to do so. Most such agreements do not act as a bar on the sale of shares, however they frequently permit the company and other shareholders to buy any shares you propose to sell or participate in any sale alongside you. SharesPost works with you and the company to facilitate the transaction process.

You may wish to consult with an attorney for further assistance with any legal issues applicable to the transferability of your shares. Go to the SharesPost Referrals page to find an attorney or other expert if you need further assistance.

You may agree to sell fewer shares than the number of shares represented in your stock certificate. When the company transfers the shares sold to the Buyer, it will issue you a new stock certificate representing your unsold shares.

Contact your company’s general counsel or chief financial officer for a copy of your stock certificate, or if the company does not issue certificates, for other evidence of your ownership of the company’s shares.

To address any concern Sellers might have about a Buyer’s ability to pay for their shares, SharesPost typically requires that Buyers place the purchase price, plus the amount of certain fees and expenses into an escrow account before a Seller is required to complete a transaction. Sellers are required to send evidence of their ownership upon agreeing to the transaction.

SharesPost strongly recommends that you consult an attorney or financial adviser prior to entering into any legal agreement. SharesPost allows you to review all agreements prior to executing them and recommends that you do so with your attorney.

Go to the SharesPost Referrals page to find an attorney or other expert if you need further assistance.

SharesPost bears no responsibility for or liability in connection with transaction between Buyers and Sellers who find each other on SharesPost.

Go to the SharesPost Legal Considerations page to learn more or consult with an attorney for further assistance with any legal issues applicable to the transferability of your shares. Go to the SharesPost Referrals page to find an attorney or other expert if you need further assistance.

You can cancel your Indication of Interest to sell at any time prior to the time a Stock Purchase Agreement is signed by contacting your SharesPost Private Securities Specialist or through your online account. Once an SPA is executed, the transaction is binding.

It must first be determined that an exemption from the public offering of securities under U.S. and other securities laws is available prior to any transaction taking place. SharesPost strongly encourages Sellers to obtain legal advice regarding an available exemption. It is not unusual for a company to require the opinion of Seller’s counsel as to the availability of such an exemption. SharesPost Buyers and Sellers are often exempt under Section 4(1) of the Securities Act of 1933, as amended (the “Securities Act”), and in some cases, Rule 144 under the Securities Act. Only SharesPost Buyers who have been qualified as accredited investors, and who have a password-protected account on the SharesPost platform, are able to participate in transactions.

Go to the Legal page to learn more.

A Seller must certify that he, she or it is “sophisticated” as that term is defined in Regulation D under the Securities Act of 1933, as amended. The term “sophisticated” is generally defined as being familiar with transactions of the kind contemplated, sufficiently familiar with the securities underlying the transaction and being able to understand and manage the risks associated with such transaction.

You may wish to consult with an attorney for further assistance with any legal issues applicable to the transferability of your shares. Go to the SharesPost Referrals page to find an attorney or other expert if you need further assistance.

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