Accounting & Finance

What founders need to know about 409A valuations

  • 4 min Read
  • March 3, 2022

Author

Escalon

Table of Contents

Equity-based compensation continues to be a popular tool for startups and privately held companies to attract employees and reward them for the value they bring to the business. Under section 409A of the IRS tax code, companies that intend to issue shares or stock options to employees and founders must first establish a fair market value of one share of common stock in the company. 


The 409A valuation allows private companies to issue common stock or options to employees at a low price while ensuring that the strike/exercise price is at or above fair market value so recipients aren’t stuck with a tax bill. Otherwise, taxes are derived based on the spread between the fair market value and the exercise price of the options. 


The current fair market value is the value at which new employee options will be priced per share. For example, if you are hired at a startup with a current 409A price of $1, the strike price for your options will be $1 per share.


The requirement for the 409A valuation was introduced by the IRS in 2005 in response to the widespread practice of Silicon Valley startups granting stock options amid the dot-come boom. The agency wanted to be sure it took its fair share of taxes on noncash components of employee compensation. 


When do you need a 409A valuation?



Every company that intends to issue common stock to employees must undergo a 409A valuation to avoid tax penalties. The 409A evaluation is good for 12 months or until there is a material change to the business that affects its value, which is typically a finance event.


Why do you need a 409A valuation?




Doing the 409A valuation can potentially save tens of thousands of dollars in tax penalties in the event questions arise from the IRS. By getting the valuation, in the view of the IRS, the presumption is in your favor that the valuation is correct, meaning it’s up to the IRS to prove it was incorrect. 


Who can do a 409A valuation?



It is best to hire a third party who is independent of the firm. However, no single body regulates the valuation profession, unlike attorneys (the American Bar Association) or accountants (the American Certified Accountants Association). Make sure when you talk to a potential appraiser or valuation firm that they have extensive experience with 409A valuations in your company’s sector or industry. They should also have broad experience in taking valuations through the entire audit process with the IRS, as the 409A’s purpose is to support a tax position.


Talk to us about getting a competitively priced 409A valuation for your startup.

Alternatively, someone at the company issuing nonqualified deferred compensation instruments may conduct the 409A valuation, but the method they use must be documented and grounded in established principles. There are also cap table software platforms that bundle valuation services with their software offerings, but this is an add-on rather than their core offering. 


How is the 409A calculated?



409A valuation experts agree that the process is inherently subjective and that valuation is part art, part science. When you hire a third-party valuation expert, you are paying for them to render an opinion that is mathematically supportable but also subjective. 


There are numerous methods for arriving at the 409A valuation. In the asset approach, liabilities are subtracted from the total assets, but this is more commonly used for capital-intensive businesses. There is also the income, or cash flow outlook method, and the market approach. The latter is the most common among startups and is based on comparable valuations in the market. 


Note that the fair market valuation isn’t derived by simply dividing the valuation by the number of shares outstanding as there are different types of shares. Each class of share has to be looked at separately, and value has to be allocated to each of those different classes. 


How much time does a 409A valuation take?



The length of time it takes to complete the 409A valuation depends on its complexity and how much analysis it entails. Early stage companies tend to be more straightforward and will likely entail a 10 business-day turnaround. Companies at the Series B stage may take about 15 business days. Companies that are approaching IPO or acquisition will take longer. 

Want more? In addition to 409A valuations, Escalon provides startups and small to midsized businesses with outsourced accounting, HR, CFO, tax and insurance services. Talk to an expert today.

Talk to our team today to learn how Escalon can help take your company to the next level.

  • Expertise you can trust

    Our team is made up of seasoned professionals who bring years of industry experience to the table. You gain a trusted advisor who understands your business inside out.

  • Quality and consistency

    Say goodbye to the hassles of hiring, training and managing in-house finance teams. You will never have to worry about unexpected leave of absence or retraining new employees.

  • Scalability and Flexibility

    Whether you’re a small business or a global powerhouse, our solutions scale with your needs. We eliminate inefficiencies, reduce costs and help you focus on growing your business.

Contact Us Today!

Tap into the latest insights from experts in your industry

Accounting & Finance

Common Accounting Mistakes That Cost Medium-Sized Businesses Millions 

Accurate accounting is the bedrock of any successful business operation. Yet, medium-sized businesses—those that have grown beyond the small-business stage...

Read More
Taxes

1099 vs. W-2: How to Ensure Compliance and Reduce Risk 

Distinguishing between independent contractors (1099) and employees (W-2) is a pivotal compliance matter for U.S. businesses. Misclassification can result in...

Read More
Accounting & Finance

Capital Raising in Spring: How to Position Your Startup for Investor Interest

Spring symbolizes renewal, making it an apt metaphor for startups aiming to secure fresh capital to fuel their next growth...

Read More
uncategorized

Spring Clean Your Payroll: Essential HR Best Practices for Scaling Startups

Payroll is more than just issuing paychecks—it’s a complex, high-stakes process that can significantly impact employee satisfaction, legal compliance, and...

Read More
Accounting & Finance

How to Leverage Q2 Financial Data to Drive Startup Growth in the Second Half of the Year

For startups seeking sustainable growth, every quarter provides a treasure trove of data—but Q2 data can be particularly revealing. By...

Read More
Accounting & Finance

Q2 Business Planning: Adjusting Your Financial Strategy for the Rest of the Year

By the time Q2 rolls around, many startups have a clearer picture of their performance and market positioning compared to...

Read More
People Management & HR

5 Key HR Challenges to Address Before Summer to Keep Your Team Engaged

For many startups, the summer months can be a dual-edged sword. On one hand, warmer weather and looming vacations can...

Read More
Taxes

How to Maximize Your Tax Deductions: Essential Tips for Startups in Q2

Tax season often triggers stress and complexity—especially for startups laser-focused on building products, acquiring customers, and scaling operations. Yet savvy...

Read More
Startups

Mid-Year Financial Checkup: How to Assess and Adjust Your Startup’s Budget 

The halfway mark of any given year is more than just a date on the calendar; it’s a valuable checkpoint...

Read More