# Add a co-founder after incorporation Learn how to add a co-founder after incorporation, grant them equity, and understand their Section 83(b) filing steps. Use Atlas to add a co-founder after incorporation, issue founder stock, and prepare the required company documents. Atlas prepares a partially completed Section 83(b) election, but the new co-founder must complete and file it within 30 calendar days of the stock purchase date. ## Eligibility You can use Atlas to add a co-founder if both conditions apply: - Your company is still valued at its 100 USD incorporation price. - Your company is issuing stock to the co-founder. If either condition doesn’t apply, consult an attorney before you continue. ### Company valuation If you incorporated with Atlas, your company’s valuation is standardized at 100 USD at the time of incorporation. Your company’s valuation can change for several reasons. For an early-stage company, this typically happens after raising capital. Adding a co-founder after the company’s valuation changes is more complex. If your company’s valuation has changed, consult your attorney to determine how to proceed. ### Founder stock Co-founders receive stock because they’re joining the company as owners. They receive shares directly, subject to vesting. ## How to add a co-founder In the Atlas Dashboard, go to **Documents** > **Add a co-founder** > **Get started**: 1. **Confirm eligibility**: Confirm that your company’s valuation is still 100 USD, unchanged since Atlas incorporation, and that the company is issuing stock to the new co-founder. 2. **Provide co-founder details**: Enter the new co-founder’s name, email, and address, and determine whether they’ll be a company officer or director. 3. **Set the equity grant**: Select the number of shares to award the co-founder, the vesting start date, vesting schedule, and cliff. Decide whether to surrender shares from existing founders, issue authorized shares from the equity pool, or use a combination of both. Learn about [post-incorporation co-founder equity grants](https://docs.stripe.com/atlas/add-cofounder-after-incorporation.md#equity-grants). 4. **Obtain board approval**: Confirm that the list of current board members is accurate. The board must approve adding the co-founder and their equity grant. Atlas prepares and sends the necessary board consents through DocuSign. Board consents are formal documents that a company’s directors use to approve corporate actions. 5. **Confirm your company’s authorized signers**: Confirm your authorized signers. The CEO and President and the Secretary approve and sign the company documents for this equity grant (Atlas assumes that the president and CEO are the same person). 6. **Review and send**: Review the details and documents, then click **Send for signature**. After the board consent is signed, Atlas sends the co-founder equity documents through DocuSign to the company’s authorized signers and the new co-founder. Any existing founders surrendering shares also receive a document to sign. ## Post-incorporation co-founder equity grants The shares in a post-incorporation co-founder equity grant can come from two sources. Existing founders can surrender a portion of their shares, the company can issue authorized shares from the equity pool, or you can use a mix of both: - **Surrendering shares:** One or more existing founders give up shares, which are then added to the equity pool. As soon as they’re in the equity pool, the shares can be issued to the new co-founder. Only the surrendering founders’ ownership percentages decrease. - **Issuing authorized shares from the equity pool**: The company issues the new co-founder authorized shares reserved in its equity pool. This reduces the pool available for future grants. - **Combination**: Using a mix of surrendering and issuing shares combines these effects in proportion to the shares from each source. Atlas doesn’t support authorizing additional shares. ## Founder equity terms You can customize the new co-founder’s vesting period and vesting start date, and choose whether to include a vesting cliff. The following founder equity terms describe how the grant vests: - **Vesting**: The process by which you gradually gain ownership of assets such as company equity over time, instead of receiving them all at once. - **Vesting period**: The total length of time over which you earn your founder equity. If you leave before the end of the vesting period, you only keep the stock that has already vested. - **Vesting cliff**: The date before which no equity vests. If you leave before the cliff date, you won’t receive any stock. - **Vesting start date**: The date when your vesting period begins. Atlas founder equity vests monthly. With a 4 year vesting period and a 1 year cliff, no equity vests until the cliff date. On that date, 25% of the shares vest, with the remainder vesting monthly. ### Vesting period The vesting period determines how long it takes for the co-founder’s equity to vest in full. You can select: - 4 years (default) - 5 years - 6 years You might extend the vesting period to increase founder retention and signal long-term commitment to investors, especially in industries with longer development timelines. ### Vesting cliff A vesting cliff is an initial period during which no shares vest. You can select: - **1-year cliff (default)**: The co-founder must stay for 1 year before any shares vest. In a 4 year vesting schedule, 25% of shares vest after this initial 1 year period, with the remainder vesting monthly. - **No cliff**: Shares begin vesting according to the monthly vesting schedule, without a waiting period. Founders might remove the cliff because the team wants to be rewarded for their work regardless of how long they remain with the startup. However, a 1 year cliff is the industry standard and is generally preferred by investors. ### Vesting start date The vesting start date determines when the co-founder’s vesting period begins. It defaults to the current date. You can select a date up to 6 months before the current date to acknowledge work the co-founder has already completed for the company. ## Section 83(b) filing for the new co-founder For co-founders added after incorporation, Atlas prepares a partially completed Section 83(b) election, but doesn’t file it automatically. The new co-founder must complete and file the election within 30 calendar days of the stock purchase date. This is a hard IRS deadline, they make no exceptions (when the 30th day falls on a Saturday, Sunday, or legal holiday, IRC §7503 allows filing on the next business day, including for an 83(b) election). > #### Legal and tax advice > > You’re solely responsible for deciding whether to make an [83(b) election](https://stripe.com/guides/atlas/equity#what-is-an-83b-election), completing the form accurately, filing it with the appropriate tax authority on time, and retaining proof of filing. Stripe doesn’t provide legal or tax advice and isn’t responsible for incorrect, incomplete, late, or missed filing. Consult a qualified legal or tax advisor about your specific circumstances before taking action. ### Complete the election form Atlas fills out most of the information needed for the 83(b) election form. Review the pre-filled information for accuracy, complete the remaining fields, and sign the form. An incorrectly completed form might make your election invalid. | Field | How to complete it | | --- | --- | | Personal taxpayer information | Atlas fills in your full name and address. Enter your Social Security Number (SSN) or Individual Taxpayer Identification Number (ITIN). If you don’t have an SSN or ITIN, enter: “None (Non-US taxpayer; to apply for a TIN upon becoming a US taxpayer.)” | | Company name | Filled in by Atlas. | | Number of shares | Filled in by Atlas. | | Date of transfer and taxable year | Atlas fills in the transfer date. For the taxable year, enter the year you signed the DocuSign packet. | | Fair market value | Filled in by Atlas. | | Amount paid | Filled in by Atlas. | | Stock restrictions | Filled in by Atlas. | ### File the election Print, complete, sign, and mail the election within 30 calendar days of your stock purchase date: 1. Print the Section 83(b) election form attached to the email from Atlas. 2. Complete and sign the form. Make copies or take a photo of the signed form for your records. 3. Mail the original signed form to the IRS using USPS Certified Mail with Return Receipt or an [IRS-authorized private delivery service](https://www.irs.gov/filing/private-delivery-services-pds). Use the appropriate [mailing address](https://docs.stripe.com/atlas/add-cofounder-after-incorporation.md#mailing-address). We recommend enclosing a copy of the form with a self-addressed, stamped envelope so the IRS can mail you a date-stamped copy. 4. Keep one copy with the company’s records and one copy for your own records. You can also keep photos of the form. 5. Retain proof that you filed within 30 calendar days of your stock purchase date. If you use USPS, keep the date-stamped Certified Mail Receipt provided when you mail the form, the Return Receipt mailed to you later, and the date-stamped copy of your election if the IRS returns it. ### Where to mail your form Choose the mailing address for your delivery method: - **(Recommended) USPS**: Use the IRS [Form 1040 mailing addresses](https://www.irs.gov/filing/where-to-file-addresses-for-taxpayers-and-tax-professionals-filing-form-1040). These addresses apply because Treasury regulations require filing the election with the IRS office that processes your individual income tax return. Send the form using Certified Mail with Return Receipt so you receive a tracking number. - **Private delivery service**: Choose an [IRS-authorized private delivery service](https://www.irs.gov/filing/private-delivery-services-pds) and use the IRS [street addresses for private delivery services](https://www.irs.gov/filing/submission-processing-center-street-addresses-for-private-delivery-service-pds).