Christy Funsch23


Simple Agreement For Future Equity Tax Treatment

Startups believe that SAFes are often preferable to (i) convertible liabilities, as FASCs do not bear interest or have no maturity date and convert only when a company is financed into equity or sold, and (ii) a series of equity in the early stages, because they believe that SAfess minimizes costs and complexity. In addition, some investors welcome SAFE for convertible debt because they want capital up, not down, for debt protection. Even if this article is not on the agenda, start-ups, despite the above, should fully understand the effects that SAFes can have after their move to their scoreboard. Experienced investors in the start-up phase are generally aware of what ownership of the business will be after the conversion after the SAFes has changed. Founders should always do post-conversion mathematics at the time they spend SAFE to avoid surprises months or even more than a year later, if the conversion or liquidity event actually occurs.3 The tax treatment of FASCs is unclear and there are no IRS guidelines directly on point. The general approach to taxing new derivatives, such as FAS, is to try to categorize them into different categories of transactions for which there are established rules. These categories are commonly referred to as Cubbyholes. New financial transactions often do not fit well into a single cubbyhole, which is uncertain. Here is the agreement proper, for those who do not want to go to SAFEs are economically similar to variable prepaid contracts. The investor pays an amount in advance to the issuer and has the right to acquire a variable amount of equity in the future. No additional money should be paid by the investor as part of a SAFE.

Although the number of shares to be acquired and the date of purchase are not indicated in a SAFE, there is a formula for determining these items, and this should not disqualify SAFEs from processing as variable rate prepaid contracts. Since the characteristics of a “SAFE” differ from those of the more traditional debt and participation shares, the tax treatment of a SAFE may not be clear.