Founder equity and formation,
on the deadline that matters.
The 83(b) election and the governance paper a new company needs — computed, dated, and held to filing windows a missed day can't undo.
Run your first election at no cost. No credit card required.
Counsel review is recommended before execution.
A 30-day window the statute does not extend
The Section 83(b) election has to reach the Internal Revenue Service within 30 days of the stock transfer, and the period runs whether or not anyone is watching the calendar. A founder who misses it recognizes ordinary income on the spread at each vesting date as the shares appreciate, and the relief that would have fixed the tax at a near-zero basis is gone for good. An amount included that is keyed off the wrong fair market value, or counted from the wrong date, carries the same exposure into the founder's return.
OpenShut computes the amount included from the grant you enter, sets the deadline as the 30th day after the transfer date, and assembles the statement with the cover letter and the company copy in one set. When the founder, a tax adviser, or the company reads the figure, it reconciles to the share count and the values the election was built from.
The live document
The amount included is plain arithmetic
Enter the share count, the price paid, the fair market value at transfer, and the transfer date. The income figure resolves to fair market value less price, the deadline resolves to the 30th day, and each value on the statement reads back to what you entered.
The income figure
Amount included equals fair market value at transfer less the price paid. On a 100,000-share grant purchased at $0.0001 par against a $0.001 transfer value, the statement carries $90 of ordinary income, computed in code from the numbers you enter.
The filing deadline
The deadline is the 30th day after the transfer date, with no extension available under the statute. The cover letter records the date the period closes so the mailing leaves room ahead of it.
The filing set
The signed statement for the Internal Revenue Service, the transmittal cover letter to the service center, and the copy furnished to the issuing corporation assemble together, ordered for signature and mailing.
The election today, the formation stack next
The Section 83(b) election generates a complete filing set today. The rest of the product is in active development, each document with its own inputs, governing law, and approval trail. Expand any item for the scope and the status.
Section 83(b) Election
Live
Section 83(b) Election
LiveLive today. The election under Internal Revenue Code Section 83(b) is generated for a recipient of restricted stock who chooses to recognize income at the moment of transfer, fixing the tax basis at grant and letting later appreciation run as capital gain. The amount included is computed as the fair market value of the shares at transfer less the price paid for them, so a grant of 100,000 shares at a $0.0001 par value purchase against a $0.001 fair market value resolves to a $90 income figure on the face of the statement. The filing deadline is calculated as the 30th day after the transfer date, and the statement, the cover letter to the Internal Revenue Service, and the copy for the company are assembled together for signature and mailing.
Incorporation
Coming soon
Incorporation
Coming soonIn active development. The intended coverage produces the certificate of incorporation for a Delaware C corporation, the action of incorporator, the initial board consent appointing officers and adopting the bylaws, and the founder stock purchase agreements that set the share count, the purchase price, and the vesting schedule for each founder.
Bylaws Adoption
Coming soon
Bylaws Adoption
Coming soonIn active development. The planned bylaws set the rules for stockholder and board meetings, notice and quorum, officer roles and authority, indemnification, and the procedures for amendment, adopted by the initial board and drawn to sit alongside the certificate of incorporation under the Delaware General Corporation Law.
Stockholders' Agreement
Coming soon
Stockholders' Agreement
Coming soonIn active development. The planned agreement governs the relationship among the stockholders, covering transfer restrictions, the right of first refusal and co-sale, drag-along and tag-along provisions, voting commitments on board composition, and the information rights extended to holders.
Board Action by Resolution
Coming soon
Board Action by Resolution
Coming soonIn active development. The intended coverage drafts board resolutions adopted at a meeting for routine corporate acts, including officer appointments, equity issuances, option grants, and the approval of financing and commercial agreements, with the recitals and operative resolutions matched to the action taken and the meeting, notice, and quorum recorded under the Delaware General Corporation Law.
Unanimous Written Consents
Coming soon
Unanimous Written Consents
Coming soonIn active development. The planned coverage drafts board and stockholder action by unanimous written consent in lieu of a meeting, recording the same corporate acts a resolution would carry, with the consenting parties, the date the consent takes effect, and the operative resolutions matched to the action taken.
Equity Incentive Plan Adoption
Coming soon
Equity Incentive Plan Adoption
Coming soonIn active development. The intended coverage produces the equity incentive plan and its board and stockholder adoption, the share reserve and its evergreen terms, the form of grant notice, and the administrative provisions governing incentive stock options, nonqualified options, and restricted stock awards under the plan.
Stock Option Grant
Coming soon
Stock Option Grant
Coming soonIn active development. The planned grant issues an option under the equity incentive plan with the strike price, the number of shares, the vesting commencement date and schedule, the exercise window, and the early-exercise terms where the plan permits them, with incentive and nonqualified treatment selected at grant.
Restricted Stock Purchase
Coming soon
Restricted Stock Purchase
Coming soonIn active development. The intended coverage issues restricted stock under the plan with the purchase price, the vesting schedule, the company repurchase right on unvested shares, and the transfer restrictions, drawn to sit alongside the Section 83(b) election a recipient files at transfer.
Certificate of Incorporation Amendment
Coming soon
Certificate of Incorporation Amendment
Coming soonIn active development. The planned coverage drafts a certificate of amendment to the certificate of incorporation, with the board resolution and the stockholder approval the amendment requires, for changes such as the authorized share count, a new class or series of stock, or the company name, filed with the Delaware Division of Corporations under the Delaware General Corporation Law.
What the election carries
Every line the statement requires under the Section 83(b) procedure, drawn from the grant you enter and reproduced in the language the regulation prescribes.
The taxpayer name, address, and identifying number are drawn from your profile and entered automatically. You can revise them at any time in Settings.
Enter the grant
Share count, class, price paid, fair market value at transfer, and the transfer date.
Confirm the figure
The amount included resolves from your inputs, and you sign off on it before the statement is drafted.
File before day 30
Print, sign, and mail the set to the Internal Revenue Service, keeping the company copy for the corporation.
Authority
The statement reads back to the statute it cites
The election follows Internal Revenue Code Section 83(b) and the content the Treasury regulation under it requires, including the taxpayer details, the property description, the values, and the restrictions the election is made against. The income figure is calculated in code from the grant, the deadline is the 30th day fixed by the statute, and every value on the page reconciles to the input it was drawn from. The general counsel reviewing it, or the founder signing it, reads the same arithmetic the filing will be measured against.
- Internal Revenue Code Section 83(b)
- Treasury Regulation Section 1.83-2
- Internal Revenue Service
- Delaware General Corporation Law
- Securities Act of 1933
- Delaware Division of Corporations
Read a full 83(b) election on your own grant.
Generate a sample Section 83(b) election and reconcile the amount included and the filing deadline for yourself.