Draft Series Seed Founders Stock Purchase Agreement

---
name: ecvc-draft-series-seed-founders-spa
task_id: emerging-companies-venture-capital/draft-series-seed-founders-stock-purchase-agreement
description: Drafting a founders' stock purchase agreement requires checking authorized-share sufficiency across all reservation categories, aligning vesting commencement with any credited prior service, treating IP assignment as a closing condition for each founder, and including an acknowledgment framework for any timely tax-election filing associated with restricted stock.
activates_for: [planner, solver, checker]
---

# Skill: Draft Series Seed Founders' Stock Purchase Agreement

## 1. Subject-matter triage (only if applicable)

- Treat the stock purchase agreement as the primary deliverable and the issues memo as secondary.
- If the source set includes multiple founders, multiple grant dates, or multiple equity pools, enumerate each party, date, and reserve category before drafting so no item is collapsed into a generic treatment.
- Confirm whether the assignment is a clean drafting exercise or a comparison against source documents; if comparison is involved, preserve any material deviations in the issues memo and in the operative draft only where client-approved.

## 2. Failure modes the skill is correcting

- Vesting is pegged to the signing date even though a founder’s service began earlier, which misstates the cliff and overstates forfeiture risk.
- Repurchase rights are drafted without confirming the trigger, window, and price, creating a nonstandard investor-company allocation of exit risk.
- IP assignment is handled as an afterthought instead of an individual closing condition for each founder, leaving title gaps in pre-incorporation work product.
- Tax-election language omits the filing deadline, acknowledgment of counsel-style advice, or a covenant to act promptly if the election is made.
- Share issuance is drafted without reconciling the founder issuance against authorized common stock and any reserved equity categories, risking an over-allocation.
- Founder representations omit disclosure of prior employer obligations or other conflicting arrangements that could impair ownership or assignment.
- The draft tracks one founder’s facts as if they apply to all founders, instead of giving each founder a separate vesting, repurchase, IP, and tax framework where needed.
- The companion memo states problems without tying them to the governing provision, the affected document, and the practical consequence for closing or later enforcement.

## 3. Legal frameworks / domain conventions that apply

- Authorized-share sufficiency must be checked against the company’s charter and any equity plan or reserve schedule before issuance; a draft should not assume headroom where the source documents do not show it.
- Founders’ restricted stock typically vests over time and remains subject to company repurchase of unvested shares upon termination; any deviation in trigger, repurchase window, or purchase price should be surfaced for client confirmation.
- Vesting credit should follow actual service commencement when the founder began work before signing; the agreement should reflect any credited prior service rather than resetting the clock to execution.
- Each founder’s assignment of inventions and related IP should be a condition to closing, not merely a covenant to be delivered later, when the founder contributed to product, technology, or business development.
- Restricted stock tax treatment commonly requires a timely election after transfer; the agreement should acknowledge that deadline, the consequences of missing it, and the founder’s responsibility to file if elected.
- Founder ownership should be stated consistently with corporate authority, board approval, and any stock issuance mechanics reflected in the source set; internal consistency matters more than filler recitals.
- Any legal proposition stated in the draft or issues memo should be anchored to the governing authority or conventional rule reflected in the source materials or standard practice for the transaction type; avoid unsupported conclusions.

## 4. Analytical scaffolds

- Start by listing the founders, the issuance date, the service start date for each founder if different, the share amount for each founder, and any reserve categories that affect authorized capacity.
- Reconcile the proposed issuance against authorized common stock and all reserved pools before drafting operative language; if the source documents do not support capacity, flag the issue and do not normalize the discrepancy.
- For each founder, test whether vesting should begin on the actual service start date, whether prior service is credited, and whether the cliff and monthly vesting cadence are internally consistent.
- For each founder, identify the repurchase mechanics: trigger event, vesting-based repurchase scope, purchase price, and time window; flag any unusual repurchase period or asymmetry.
- For each founder, confirm whether IP assignment is attached, delivered, or required at closing, and whether it covers pre-formation contributions and related materials.
- For each founder, confirm whether tax-election acknowledgment language is needed, whether the filing deadline is referenced, and whether the founder is promising prompt filing if the election is made.
- For each founder, check whether representations cover absence of conflicting obligations, undisclosed prior IP claims, and any side arrangements that could affect ownership or assignment.
- Draft the issues memo as a decision tool: each issue should identify the affected document, the exact mismatch or omission, the practical impact, and the decision or cleanup needed before execution.
- If only one founder is in scope, state that explicitly and draft with a single-founder structure; if more than one founder is in scope, do not merge their facts into one schedule or one set of representations.

## 5. Vertical / structural / temporal relationships (only if applicable)

- Map the transaction vertically: organizational authority, board/stockholder approvals if referenced, issuance mechanics, restrictive covenants, vesting, repurchase, IP assignment, and tax acknowledgment should appear in a coherent closing-to-post-closing sequence.
- Preserve temporal ordering: pre-signing due diligence, signing and closing deliverables, post-closing filing obligations, then ongoing vesting and repurchase rights.
- When the source documents contain conflicting dates or sequencing, prioritize the document that governs the operative step and flag the inconsistency in the memo rather than silently harmonizing it.
- If a founder’s service predates execution, the vesting commencement should track that earlier start date and the memo should explain the resulting effect on unvested shares and repurchase exposure.
- If the draft depends on missing supporting documents, draft with placeholders only where unavoidable and identify each missing item as an open condition to execution.

## 6. Output structure conventions

- Produce the founders’ stock purchase agreement as the primary file, fully operative and ready for execution, with defined terms, grant mechanics, purchase price, vesting, repurchase rights, IP assignment condition, tax acknowledgment, founder representations, and closing mechanics.
- Include separate founder-specific treatment where the source facts differ, rather than one generic set of terms for all founders.
- Use conventional agreement architecture rather than mirroring any internal checklist or rubric wording.
- Prepare a companion issues memo that is concise but complete, organized by issue, with a severity label for each item, a brief explanation of the discrepancy or gap, and a recommended resolution path.
- End the issues memo with a Recommended Actions section naming the responsible role and timing for each next step.
- Keep the memo action-oriented: identify what must be decided, by whom, and before what milestone the decision should be resolved.
- Before finalizing, confirm that the primary agreement file is non-empty and contains operative contractual text, not just a summary, and that the issues memo separately captures all unresolved points.