Financial Planning
Private Stock Transfers: Prepare a Permission and Evidence Request
Turn a proposed private-share transfer into a clear request with sources, permissions and open questions.
What you will learn
- Separate a proposed transfer from permission to complete it.
- Prepare one source-backed transfer request packet.
- Track consent and restriction questions without treating silence as approval.
Before arranging a private-stock transfer, prepare a request that says what you hold, what you propose and which permissions remain unresolved. A buyer’s interest, a share certificate or an old approval email is not a complete authorization to transfer.
Identify the gates without deciding them yourself
The SEC’s private-secondary-market overview explains that private resales have securities-law and contractual constraints. Securities issued under Rule 701 are restricted securities. The SEC’s Rule 144 overview describes a resale framework, not automatic permission for every holder.
Company consent, a right of first refusal and another contractual restriction can be separate questions. Their actual terms and the applicable legal route require the appropriate company and professional review. A calendar reminder does not establish that a right expired.
Write one bounded proposal
Fictional example: Mira’s records show 1,200 issued common shares. She proposes transferring 300 to a named buyer. The request covers 25% of her stated holding; it does not include options, unsettled awards or a promise of future shares.
Transfer request brief
| Field | Fictional entry | Evidence or next question |
|---|---|---|
| Holding | 1,200 issued common shares | Current statement plus issuance record |
| Proposal | Transfer 300 shares to named buyer | Proposed terms, not an executed sale |
| Quantity check | 300 ÷ 1,200 = 25% | Confirm current balance with administrator |
| Restriction documents | Plan, agreement and relevant amendments | Ask reviewer which terms apply |
| Consent / first-refusal status | Not yet confirmed | Identify required reviewer and process |
| Completion status | Request prepared only | No funds or shares transferred |
Keep dates from the actual documents alongside their source. Do not insert a standard notice period found online.
Use precise request language
Subject: Review request for proposed private-share transfer
My records show [quantity and class] under [record reference].
I propose transferring [quantity] to [counterparty] on the attached proposed terms.
Please confirm the applicable review process, required consent or notices,
restriction documents, and who can confirm completion requirements.
I have not treated this request as permission to transfer.Track evidence, not optimistic status colors
Use distinct statuses: identified, requested, received, under review and confirmed by the authorized owner. Record what each confirmation actually covers. A response acknowledging receipt is not the same as consent; company consent is not the same as completion of every legal requirement.
A historical Sumo Logic equity plan filed with the SEC illustrates how a plan can contain transfer restrictions and document-specific conditions. It is an example of why records matter, not a template for your company’s rules.
Exercise: is the request ready to close?
The buyer is identified, a proposed price is attached and the company has acknowledged the email. No one has confirmed the applicable consent or resale requirements. Mark the transaction “complete,” “authorized” or “review pending.”
Answer: Review pending. The packet is more useful, but acknowledgement and buyer identity do not resolve the outstanding permission questions. If only 250 shares are ultimately proposed, revise the request and quantity check to 20.83%, rather than quietly carrying forward the earlier terms.
Keep the request separate from the company ledger
The cap-table record checklist explains why promises, approved grants and completed transactions need distinct records. This brief is a request artifact, not the authoritative cap table.
Use Finta Documents to organize materials you are authorized to share and the questions that need a named owner. Keep unnecessary identity, banking and compensation details out of a broad conversation thread.
General education with fictional examples, not individualized legal, tax, valuation or investment advice. Have the appropriate professional review decisions affecting actual awards or transactions.