What is Restricted Stock Purchase Agreement?
An RSPA is a legal contract used when issuing restricted stock to founders or employees, defining the purchase terms, vesting schedule, and the company’s right to repurchase unvested shares upon termination.
RSPA vs. Option Grant: Tax and Control
Founders typically receive their equity through restricted stock purchase agreements rather than options because purchasing stock (even at minimal cost) creates better tax outcomes than options. When a founder buys restricted stock at fair market value at founding (when it’s essentially zero), there is no taxable income and the capital gains holding period begins immediately: enabling long-term capital gains treatment on the full appreciation. Options, by contrast, are taxed at exercise: exercising nonqualified stock options generally produces ordinary income on the difference between fair market value and the exercise price, while exercising incentive stock options can trigger the alternative minimum tax (AMT).
RSPA Structure
A Restricted Stock Purchase Agreement is the document founders typically use to acquire their initial founder shares at incorporation. The agreement requires the founder to “purchase” their shares: often at par value, paid in cash or in exchange for IP contribution, and subjects the shares to a vesting schedule that aligns founder retention with the company’s success. The vesting mechanism is enforced through a company repurchase right: if a founder leaves before fully vesting, the company can repurchase unvested shares at the original purchase price.
Tax Considerations
RSPAs typically pair with 83(b) elections: by purchasing shares at fair market value at incorporation (when value is essentially zero), and electing to be taxed at grant, founders convert all future appreciation into capital gains rather than ordinary income. This is one of the most powerful tax-planning techniques available to founders, but it requires precise execution: missing the 30-day 83(b) deadline forfeits the benefit irreversibly.
Translating an RSPA into Turkish law
In US practice, the RSPA is the standard instrument that subjects founder shares to vesting: the shares are acquired today and the company’s repurchase right lapses over time. Turkish law has no direct equivalent, so the same function is built contractually: a repurchase option or undertaking over a declining tranche of the founder’s shares, supported by a penalty clause and by transfer mechanics backed by a share pledge or a power of attorney.
For founders doing a flip-up, the 83(b) election is the first item to discuss with US counsel. Under both systems, the leaver definitions (good leaver and bad leaver) and the repurchase price (nominal value or fair market value) are what actually carry the economics.
Sources. 26 U.S.C. § 83 (83(b) election).