For the company, it's more of a political question than anything else. When you give (Restricted) Common Stock to anyone, they are a real equity holder with certain voting/information rights so you may need to collect their signatures for certain consents. Stock also has to be sold for "something" whether it's for IP assignment or par value. On the other hand, option holders don't have such legal rights until exercised which removes admin overhead. The downside with options though is there is more set up cost as you need a 409A valuation, filing 25102(o) for CA, etc all of which costs $$ although can be pretty cheap these days with Clerky+some cap table 409a service. Options are usually the cleanest for early employees and advisors unless someone actually pushes for stock outright which is uncommon. You can also put a vesting schedule on the options, so if the advisor doesn't help you out as expected, you can cancel the agreement
Does anybody have an opinion about giving advisors `Options to purchase Common Stock` vs `Restricted Common Stock` (before a priced round)? We know that both has tax implications ultimately, but is there any recommendation on what option is smoother?
J
Written by Jasmine Sunga
Updated over 6 years ago