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Audit a founder restricted-stock agreement

This page lists three turns, the messages you send to the AI one after another in the same chat, and then a check of the answer. Keep it open next to your chat. Each turn shows the next thing to paste, with the values you entered already filled in. Nothing is sent from this page, and your conversation stays in the AI tool you are using.

Paste the restricted-stock agreement plus any side letters or board consents.

Stage, share counts, founder tenure, co-founder arrangement, who is demanding what.

Whose side the audit is written from.

The date the founder actually paid for the shares; this starts the 83(b) clock.

Both matter: incorporation governs repurchase and drag enforceability, residence governs tax.

Watch for these throughout

  • The 83(b) deadline is 30 days from the purchase date and the IRS does not grant extensions, waivers, or relief for illness, holidays, or bad advice. If the date is already past, stop and get tax counsel involved rather than working the rest of the review.
  • The model reads only what you paste. Repurchase rights, acceleration, and transfer restrictions frequently live in a side letter, the bylaws, or the stockholders agreement rather than the RSA itself.
  • Enforceability of forfeiture provisions, repurchase rights, and drag-along obligations turns on the state of incorporation and, for the founder, on state employment law. Delaware answers do not port to every state.
  • Do not paste a client's executed equity documents into a general-purpose AI tool unless your firm's policy and the engagement terms permit it.
  • An RSA that is clean for one founder can still be a problem if the co-founder signed a different one. Review both documents side by side, not in sequence.