An 83(b) election is one of the most important tax decisions a US founder makes, and one of the easiest to miss. It is a short letter to the Internal Revenue Service about how your founder stock is taxed.
It only matters when your stock is subject to vesting. If your shares are fully owned outright at grant, there is nothing to elect.
What it actually does
By default, restricted stock is taxed as it vests. Each time a chunk vests, you can owe ordinary income tax on how much it is worth at that moment, minus what you paid. If the company has grown, those amounts can be large, and you may owe tax on shares you cannot yet sell.
An 83(b) election flips this. It asks the IRS to tax you on the value of all the shares at grant instead of at each vesting date. For a founder forming a company, that value is usually tiny, often close to zero, so the tax now is minimal or nothing.
Filing 83(b) means paying tax on almost nothing today instead of paying tax on something much larger as your equity vests.
The two big benefits
- You lock in tax at the grant-date value, which is usually negligible for a new company.
- You start the long-term capital gains holding clock immediately, which can mean lower tax when you eventually sell.
The 30-day deadline
The election must be filed with the IRS within 30 days of the stock grant or purchase. This window is absolute: there are no extensions and no way to cure a missed deadline. Because the grant date is often when the board approves the grant, not when you receive the paperwork, founders sometimes have to act quickly.
It is not always the right move
If you paid more than a nominal amount for the shares, filing can create a real tax bill now, and if the company later fails or you forfeit unvested shares, you may have paid tax you did not need to. This is exactly why founders should get individual tax advice before filing.
Goodvernance does not provide tax or legal advice. An 83(b) election is a personal filing tied to your specific circumstances, so confirm the decision and the paperwork with your own tax advisor.