Article · 12 min read

Founder Equity Split: Rebalancing Cap Tables

SPZ Legal Free Intermediate

This walks the exact mechanics of moving equity from a 40% founder to a 60% one, and it splits the guidance into two scenarios: before money is raised (surrender-and-reissue shares at nominal value, clean and cheap) versus after (409A valuation, tax exposure, real friction). It is the concrete 'here is how the paperwork actually works' answer, not a pep talk about fairness.

  • Before you raise, the fix is a straightforward share surrender and reissuance at nominal value; the window is genuinely cheap right now.
  • Once real value exists, the same move triggers a valuation and tax consequences and often needs restarting the vesting clock.
  • A stock restriction agreement or amendment resets the vesting schedule so the re-split holds up later.

The question it answers

  1. We split equity 60/40 a year ago and it now feels wrong because one of us did far more. Can we still change it?

Read with it

  1. The India-specific piece that tells you where the split actually gets signed. It separates the founders' agreement (equity,... Treelife Article · 10 min read Founder Vesting in a Shareholders' Agreement: What Startup Founders Must Know Treelife
  2. This is the tool for the exact fight you are having: it scores each founder across Idea, Business Plan, Domain Expertise, and... Carnegie Mellon University Tool · 15 min read The Founders' Pie Calculator Frank Demmler
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