What is the typical process of selling shares?
The standard process for selling shares differs from company to company, but typically is as follows:
- The buyer and seller sign a binding Stock Transfer Notice, outlining the terms of the trade. This includes price per share, number of shares, and class of shares (e.g. 10,000 common shares at $50.25/share). This is typically a short 1-2 page document.
- The Stock Transfer Notice is sent to the company. This is called "noticing" the company.
- The company acknowledges receipt of the Stock Transfer Notice.
- The company typically has Right of First Refusal (ROFR) rights. This means that the company may opt to buy back the shares from the seller at the terms specified in the Stock Transfer Notice. If the company exercises this option, the seller still receives money in exchange for the shares, but the buyer loses their chance to buy the shares.
- If the company does not exercise ROFR, they may either waive it immediately, or wait for the ROFR period (typically 30 days) to expire.
- After ROFR is waived or expired, the buyer and seller sign a Stock Purchase Agreement, a more comprehensive document outlining the trade and process to transfer money.
- Sometimes, the company requires a fee to be paid to them to process a transaction. This may range from $100 to $10,000 per trade.
- The buyer wires funds directly to the seller.
- The seller acknowledges receipt of funds to the company.
- The company adds the buyer to their cap table, and the trade is closed.
The exact process for a company or class of shares may be found in the Stock Option Plan or Stock Agreement that was issued along with an options grant or investment.