Finances and Taxes

What’s a 409A Valuation and Do I Need One?

Paige Smith  

If you own a startup and plan to offer your employees equity, a 409A valuation is essential. Below, we’re breaking down what a 409A valuation is, why it matters, and when and how your company can get one. 

What is a 409A valuation and why do you need one?

A 409A valuation helps determine what your company is worth—more specifically, what a piece of ownership (or share of stock) in your company is worth. After all, you can’t give employees equity in your company before you establish the value of that equity. For public companies, the market dictates the price of stock. But when you own a private company, you have to rely on other factors to determine the stock’s value. 

That’s where a 409A valuation comes into play. A 409A valuation is a third-party assessment of the fair market value (FMV) of your company’s common stock, which is the type of stock you give to founders and employees. The FMV—which determines the stock’s price per share—is considered the equivalent of what your stock would be worth if it was available on the public market. 

The IRS created 409A valuations to ensure that private companies issuing equity to employees are setting fair prices for their stock. Using an independent provider to conduct an objective valuation creates what’s called a safe harbor, which means the valuation is considered reasonable by IRS standards. 

Who should get a 409A valuation—and when? 

Most small and medium-size businesses don’t have to worry about 409A valuations. They exist primarily for private startups that want to hand out stock options to their employees. 

If you fall into that category, it’s important to note that a valuation isn’t a one-time thing. To accurately reflect your company’s growth and changing value, you need to get a new valuation whenever your company goes through a material event—or every 12 months. A material event is anything that can influence the price of your company’s stock. Think: a merger, acquisition, initial public offering (IPO), or new round of fundraising.

To summarize, you should get a 409A valuation:

  • Before you issue common stock
  • Following a material event
  • Every 12 months 

The risk of not getting a valuation

If you don’t get a 409A valuation for your company when you need to, your common stock won’t be accurately priced. And if the IRS audits your startup and discovers that your stock isn’t priced right, you could be putting your company—and anyone who holds stock options in your company—at risk. 

In addition to paying taxes on their stock options, stock option holders may have to pay a 20% federal penalty (20% of the value of their options) as well as any state penalties. Plus, you may have to answer questions from the Securities and Exchange Commission

How does the valuation work? 

There are three main methods valuation appraisers use to estimate your company’s enterprise value:

  1. Market approach: The market approach analyzes financial information from comparable public companies—taking into account their industries, sectors, revenue, and market size—to estimate your company’s worth. This methodology is best for early-stage companies that aren’t bringing in a lot of revenue yet. 
  2. Income approach: Drawing from your company’s cash flow and revenue growth, this approach forecasts your company’s future income to figure out its value. It’s a good option for startups that have a history of revenue and are nearing profitability.  
  3. Asset approach: The asset approach adds up your company’s total assets, then subtracts your liabilities to figure out its value. This method isn’t used as often as the other two, but it can be a helpful approach for companies that haven’t even started raising money yet.

How do you get a 409a valuation? 

There are a few steps to getting a 409A valuation:

Step 1: Find an appraiser

You may be tempted to conduct a 409A valuation using valuation software or your internal financial team, but a DIY approach can lead to errors and problems down the line. To increase your chances of securing a safe harbor, it’s best to hire a reputable 409A appraiser to conduct the valuation.  

Finding an independent third-party appraiser might require some research, but you have a few options for getting started: 

  • Consult your business accountant for advice. 
  • Reach out to your investors for guidance.  
  • Ask your network of professional contacts or fellow founders for recommendations. 

Look for appraisers that have strong credentials and experience valuing companies in similar industries, sectors, and growth stages as yours. 

Step 2: Gather your documents  

409A valuations require a lot of documentation. In addition to basic company details (like founder information, company size, and location), you’ll also usually need to provide: 

  • An up-to-date business plan
  • Your company’s articles of incorporation 
  • Your cap table showing the breakdown of your company’s ownership
  • Your most recent fundraising pitch deck (if applicable)
  • Information about your industry and sector
  • Financial statements, including your profit and loss statement, cash flow statement, and balance sheet
  • Your plan for issuing stock options, including details about how many you plan to issue, when, and to whom
  • An explanation of how recent events (like rounds of fundraising) have affected your company
  • A tentative timeline for upcoming events (like an IPO) 

Step 3: Review and finalize the report

The complete 409A valuation process can take anywhere from a couple of weeks to a full month, depending on how much information you provide, how many questions you have, and how quickly your valuation firm can work. 

Once you hire an appraiser, you’ll typically schedule a couple of kick-off calls to discuss and agree upon a valuation methodology. Then you’ll submit paperwork and answer any questions the firm has about your company. After the firm finishes the valuation, you’ll generally have an opportunity to review the information and ask questions. From there, the valuation firm will finalize the report and you’ll send it to your board of directors for approval. 

If it’s approved, you can begin the process of granting stock options. 

The importance of a 409A valuation 

Regular 409A valuations are a crucial part of being a startup founder. If you want to issue stock options to your employees, getting your company valued is critical to staying compliant with the IRS and ensuring your equity is fair.

Paige Smith
Paige Smith Paige is a content marketing writer specializing in business, finance, and tech. She regularly writes for a number of B2B industry leaders, including fintech companies and small business lenders. See more of her work here:
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