The Definitive Guide to 409A Valuation for Founders

Alice Ko, CPA, CA

Co-created with the team at Pulley

Did someone tell you to get a 409A valuation?

As a part of our Fintech Tools for Founders series, today, we want to talk to dive into the world of 409A valuations and everything you need to know. 

The 409A superpower is accurately calculating the Fair Market Value (FMV) of a startup’s common stock, making it a vital tool in the startup fintech stack. In other words, the 409A affects how stock options are priced. The 409A valuation isn't just about keeping the IRS happy – it's the secret sauce behind employee incentive plans. And stock options are a game-changer when startups are recruiting talent.

What is a 409a valuation?

A 409A valuation, also known as a fair market value (FMV) appraisal, is a critical process that determines the accurate value of a company's common stock. Named after the cool-sounding Section 409A of the Internal Revenue Code, this valuation is no ordinary bean-counting exercise. This appraisal is essential for privately held companies that issue equity-based compensation.

What is equity-based compensation?

Equity based compensation refers to differences forms of remuneration that companies provide to people using ownership-like instruments as a reward for their contributions. Equity based compensation has other interchangeable terms that founders may find confusing so let’s lay those out know. This is also known as: 

  • Stock-based compensation
  • Equity incentives
  • Stock options
  • Equity grants
  • Deferred compensation 
  • Performance Shares

Essentially, the 409A valuation establishes the FMV of the company's common stock, which is crucial for determining the strike price of any stock options that are issued.

Note that the appraisal must be done independently, so engaging a reputable and experienced valuation company for a 409A valuation will safeguard your startup from legal troubles. 

Background of 409A

Prior to 409A's establishment, there was flexibility in how companies could issue stock options. However, this lack of regulated timelines and FMV requirements had room for manipulation. One of the most public examples of this was the Enron stock option fraud. 

As a response, Internal Revenue Section 409A was passed as part of the 2004 American Jobs Creation Act to establish guidelines. While it’s easy for publicly traded companies to determine FMV (using stock prices)--it’s not as easy for private companies. 

The provisions in 409A were designed to help privately-held companies, including startups, establish the Fair Market Value (FMV) of their common shares so it is approved by the IRS. This approved FMV is often referred to as the "safe harbor," and gives companies a reliable and compliant method for determining the value of their stock options and other equity-based compensation. By adhering to the safe harbor guidelines, startups can navigate the complexities of equity compensation while ensuring IRS compliance and avoiding potential penalties.

What is the purpose of the 409A valuation for startups and private companies?

Not only is the 409A valuation a legal requirement to stay compliant, it is also a strategic element to help a startup foster a highly motivated, focused, and engaged workforce.

How a 409A valuation helps you avoid legal penalties

Neglecting or delaying a 409A valuation can have significant and costly consequences for your startup. The IRS takes non-compliance seriously and can impose penalties and interest on employees who receive underpriced stock options (up to 20%), leading to financial burdens and potential legal disputes. This is why doing your due diligence early on is so important.

How a 409A valuation can help build a motivated and engaged workforce

Setting the right exercise price for stock options is instrumental when attracting and retaining talent. Competitive employee compensation packages, including stock options, are often the key differentiator for startups competing for high-caliber professionals. However, pricing your options is a delicate and vague task. Overpricing may make options unattractive, while underpricing may lead to tax penalties. 

How a 409A valuation can help drive business growth

A valuation creates a financial picture of your startup’s intrinsic value at a given time. Because it incorporates different factors such as your company’s financial health, market conditions, and comparable companies in the industry - the value is essentially an indicator of your startup’s future potential.

How does a 409a plan actually work?

A 409A plan is like a legal rulebook that regulates how and when people get paid for work they did in given year - but get paid in the future.. This plan aligns a startup and its employees on the pricing of the stock options based on an unbiased, third-party evaluation.

When is a 409A valuation needed?

The 409A valuation becomes crucial before issuing stock options or other forms of equity-based compensation to employees, contractors, or advisors. 

409a valuations should be carried out after a material event, such as a financing round, a significant company pivot, a significant change in forecast expectations, or have a Letter of Intent (LOI) to be acquired.

To stay compliant, it is recommended to conduct a 409A valuation every 12 months, regardless of significant events or changes, to ensure ongoing compliance. The IRS stipulates that valuations should be updated regularly to account for any alterations in market conditions, financial performance, or business outlook. 

How is 409a calculated?

The 409A valuation process is calculated using a combination of established methodologies and professional judgment. There are three widely-accepted approaches at this time: 

Income or Discounted Cash Flow Approach

The method estimates the company's value by discounting projected future cash flows to their present value.

Market Approach

Considers the valuations of publicly-traded peers and recent transactions involving comparable companies, or recent mergers and acquisitions. 

Asset Approach

Calculates the company's net asset value, which is the difference between total assets and total liabilities.

An independent, third-party appraiser will typically integrate one or more of these valuation methods to determine the FMV of your equity.

What factors affect 409A valuations?

Financial performance and projections

Profitability, revenue growth, and cash flows hold substantial weight, as they reflect its profitability and potential for future success.

Company stage and funding

Early-stage startups usually have lower valuations than mature, well-funded companies. A recent funding round can materially impact the value of the company's equity.

Market conditions and competition

General economic and industry-specific conditions such as industry trends and economic outlook influence the perceived value of a company. The competitive landscape is critical as this impact growth prospects and risk profile. 

Intellectual property and technology

Unique technology, product, patents, or trade secrets can significantly contribute to a company's value.

Management team and workforce

A strong and experienced management team can lead to higher employee retention and better performance, ultimately impacting valuation.

How should I choose the right 409A third-party valuation provider?

A qualified independent appraiser should have:

  • Relevant experience and knowledge in valuing startups or companies in your industry in a similar growth stage. 
  • Established credentials and a proven track record demonstrating expertise in defensible and accurate valuations.
  • Independence and objectivity in conducting valuations.
  • Knowledge in IRS guidelines and regulatory changes to ensure your company stays compliant.

Other things you may want to take into consideration: 

  • A transparent valuation process, coupled with clear communication, fosters a strong working. relationship and provides founders with a deeper understanding of the company's value drivers. 
  • Cost-effectiveness.
  • Timeliness of delivering the valuation report. 

By carefully evaluating these factors, startup founders can confidently choose a reputable 409A valuation provider, guaranteeing accurate valuations, compliance, and the ability to make well-informed decisions regarding equity compensation.

How much does a 409a valuation cost?

The cost of a 409A valuation varies. The complexity and size of the company play a significant role in determining the cost. Early-stage companies with limited financial data and a shorter operating history may be less expensive to evaluate than more established companies with a more extended track record.

Moreover, the experience and reputation of the valuation provider also influence the cost. Established valuation firms with a proven track record and a team of experienced valuation experts typically charge higher fees compared to less experienced or smaller firms.

Some valuations cost $1000-$1500 for seed stage companies and increase by $500-1000 with each subsequent round. Some providers may offer different pricing tiers depending on the level of complexity and additional valuation services required.

A more timely, cost-effective, and accurate option in today’s startup ecosystem is to use a company like Pulley for your 409A. Pulley onboards your cap table and you can request a 409A valuation directly on Pulley. All you need to do is submit the required information and a valuation expert will reach out if they need additional information or context. A 409A valuation report will be digitally delivered to you with the option to contact your valuator if you have questions about the draft report. The report can be finalized at any time by accepting the valuation in your account. 

How long does a 409a valuation take?

A traditional firm usually takes 2-4 weeks to complete a 409A valuation. Companies like Pulley only require 2-5 days. 

How do I prepare for a 409A valuation process?

Have essential financial statements, like your balance sheet and income statement. If you need a fast and easy way to get these reports, check out Puzzle’s Autonomous Accounting solution. Puzzle is real-time accounting software for startups where financial reports can be created in minutes by connecting your bank account, credit cards, and payroll. 

  • Share business plans, including financial projections of revenue, profitability, business models for growth, including your capitalization table.
  • Disclose any recent significant events, like a funding round or a major change in your company's structure.

What is 409A deferred compensation?

409A deferred compensation is a form of executive compensation arrangement that is also regulated by section 409A of the Internal Revenue Code. It encompasses any compensation that a service provider, such as an employee or contractor, earns in one year but receives in a subsequent year, which can include employee stock options. Deferred compensation can be subject to strict tax rules so it’s best to get an experienced tax professional to help you with any questions.

How are 409A distributions taxed?

409A distributions are subject to specific tax rules. Deferred compensation distributions are taxed as ordinary income in the year they are received, not earned. The amount of income tax owed is based on the individual's tax bracket for that year. 409A distributions may also be subject to an additional 20% federal tax penalty if they are not distributed in compliance with 409A regulations. This is why it’s essential to follow the rules and timing requirements set by 409A for distributions, which an experienced tax professional can help you with. 

The bottom line: 409A valuations for startups

A comprehensive understanding of 409A valuation is vital for startups and private companies. Adhering to its regulations and guidelines can save businesses from costly penalties imposed by the IRS. Adopt best practices to streamline equity compensation and stay compliant. With a solid grasp of 409A valuation and how experts like Pulley can help, you can focus on what truly matters: building and growing your company.

Stay tuned for more guides in our Fintech Tools for Founders series!

Share this post
Alice Ko, CPA, CA

Related posts