Structure every share deal, equity plan, and ownership transfer with the right legal document from the start.
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A stock purchase agreement transfers existing shares from a current shareholder to a buyer. A share subscription agreement creates new shares that the company issues directly to the subscriber. Use a stock purchase agreement for secondary transactions between shareholders; use a subscription agreement when the company itself is raising new capital and issuing shares for the first time.
A SAFE (Simple Agreement for Future Equity) is not a debt instrument — it carries no interest rate and no maturity date. A convertible note is a loan that converts to equity, meaning it accrues interest and must be repaid or converted by a set date. SAFEs are simpler and founder-friendly; convertible notes are more familiar to traditional investors and create repayment obligations if a conversion event never occurs.
An equity incentive plan issues real shares or options, giving recipients actual ownership in the company. A phantom stock plan grants a cash or notional payout tied to the company's share value without transferring real ownership. Phantom plans avoid dilution and are common in private companies that want to reward employees economically without broadening the shareholder register.
In most jurisdictions these terms are used interchangeably, but assignment typically implies a more formal legal transfer of rights — including related contractual obligations — whereas a shares transfer refers specifically to the change of registered ownership. When in doubt, use a document that covers both the assignment of rights and the registration of the new owner in the company's share register.
Despite the variety of documents in this category, most equity and mergers agreements share the same core clauses — the wording and detail level vary by transaction size and type.
The structure varies by document type, but every equity agreement follows the same drafting logic — identify the parties, describe the equity being dealt with, set the commercial terms, and handle the mechanics of closing.
Determine whether you are selling existing shares, issuing new shares, granting options, or creating an equity plan — the document type follows the transaction structure.
Use full registered legal names for all companies and individuals, and confirm each party has authority to enter the transaction.
State the class of shares, the number, any par value, and whether they carry voting rights, dividend rights, or liquidation preferences.
Specify the price per share or the valuation cap, the total consideration, and the payment or delivery mechanics.
List every condition that must be satisfied before the deal closes and who is responsible for satisfying each one.
Include transfer restrictions, rights of first refusal, drag-along and tag-along rights, and any anti-dilution provisions relevant to the transaction.
Name the applicable jurisdiction, have authorized signatories execute the agreement, and file or record the transaction as required by local corporate law.
The right document depends on whether you are issuing, transferring, purchasing, or granting equity, and who the counterparty is. Match your situation below.
Selling existing shares from one shareholder to another
Covers price, representations, and closing conditions for a direct share sale.Granting stock options to a key employee as part of compensation
Sets vesting schedule, exercise price, and option term for an individual grant.Raising a pre-seed or seed round using a SAFE instrument
Defers valuation and converts to equity at the next priced round.Transferring shares as part of a company acquisition
Structures the tender of shares to an acquiring party with required conditions.Bringing a venture capital investor into a private company
VC-specific terms including anti-dilution, information rights, and investor protections.Creating a company-wide equity incentive program for employees
Sets the framework for all equity grants under a single company plan.Exchanging shares between two companies in a restructuring
Long-form version covers complex share-for-share exchange terms in full.Rewarding employees with profit participation without issuing real shares
Provides economic benefit of equity without diluting actual ownership.An equity and mergers agreement is a legal document that governs how ownership in a company is created, transferred, sold, or restructured. This category covers a wide range of instruments — from share purchase agreements and stock option grants to SAFE notes and phantom equity plans — each designed for a specific point in a company's ownership lifecycle. Together they form the documentary backbone of any transaction involving a company's share capital.
Equity documents divide broadly into two families. Ownership transfer documents — such as sale of shares agreements, assignment of shares, and tender agreements — record the movement of existing shares from one party to another. Equity creation and incentive documents — such as equity incentive plans, SAFE agreements, and stock option grants — govern the issuance of new equity or the right to acquire it in the future. Mergers and acquisitions typically involve both families simultaneously, which is why due diligence checklists and valuation proposals are included in this folder alongside the transactional agreements themselves.
The specific document you need depends on the structure of your deal, the counterparty (employee, investor, or corporate acquirer), and whether new shares are being issued or existing shares are changing hands.
Any time ownership in a company is about to shift — even partially — a written agreement is essential to protect every party, create an accurate record on the cap table, and satisfy the requirements of regulators, auditors, and future investors. Disputes over undocumented equity transfers are among the most damaging and expensive a business can face.
Common triggers:
Without proper documentation, even straightforward share transactions can create disputes over price, ownership percentage, or the rights attached to shares. With the right agreement in place, every party knows exactly what they own, on what terms, and what happens next.
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