Data room for a founder secondary sale.
A founder secondary data room gives the buyer the company information it needs, documents the transfer restrictions and the waivers from the company and investors, and records board approval and the price. Because founders are insiders, the process should be transparent to the board and existing investors.
Founder secondary room
- 01 Transaction summary
- 02 Share records
- 03 Transfer restrictions
- 04 Waivers and approvals
- 05 Company information
- 06 Valuation
- 07 Transfer documents
How it works for a startup.
Founders sometimes sell part of their shares, usually alongside a priced round, to reduce personal financial pressure. Buyers are often the new lead investor or a secondary fund. The amount is usually modest compared with the founder's remaining holding, and existing investors want to see the founder still has strong incentives.
Startup shares carry transfer restrictions. The bylaws or stockholder agreements typically give the company a right of first refusal and give major investors co-sale rights. A founder sale needs the company and investors to waive or exercise these rights, and usually board approval. Each waiver belongs in the room.
Tax and valuation effects matter. The sale price can influence future 409A valuations, and the founder's tax result depends on holding period and stock type, including whether the shares qualify for any Section 1202 exclusion. Founders should get personal tax advice; the company should get valuation advice.
Top 10 data rooms for this job.
Our five measures, re-weighted for founder secondary. Places 11 to 17 are listed below the cards.
- Setup speed 23%
- Investor experience 15%
- Access control 27%
- Diligence tools 15%
- Startup pricing 19%
- 1 9.2/10First-rate
- $149 monthly
- 14-day free trial
- 8/12 feature checks
- Investor Q&A
- NDA e-signing
- Dynamic watermarks
- View-only and download control
- SOC 2 (hosting)
- 2 8.3/10Strong pick
- Quote only
- Free trial offered
- 7/12 feature checks
- Investor Q&A
- Dynamic watermarks
- View-only and download control
- Viewer activity log
- SOC 2
- ISO 27001
- 3 8.2/10Strong pick
- Quote only
- Free trial offered
- 9/12 feature checks
- Investor Q&A
- Dynamic watermarks
- View-only and download control
- Viewer activity log
- SOC 2
- ISO 27001
- GDPR
- 4 8.2/10Strong pick
- $250 monthly
- Free trial offered
- 8/12 feature checks
- Investor Q&A
- NDA e-signing
- Dynamic watermarks
- View-only and download control
- SOC 2
- 5 8.0/10Strong pick
- Quote only
- Free trial offered
- 8/12 feature checks
- Investor Q&A
- Dynamic watermarks
- View-only and download control
- Viewer activity log
- SOC 2
- ISO 27001
- 6 8.0/10Strong pick
- Quote only
- Demo, no trial
- 10/12 feature checks
- Investor Q&A
- Dynamic watermarks
- View-only and download control
- Viewer activity log
- SOC 2
- ISO 27001
- GDPR
- 7 7.9/10Strong pick
- $55 monthly
- Free trial offered
- 9/12 feature checks
- NDA e-signing
- Dynamic watermarks
- View-only and download control
- Viewer activity log
- SOC 2
- ISO 27001
- HIPAA
- 8 7.8/10Strong pick
- $299 monthly
- Free trial offered
- 7/12 feature checks
- Investor Q&A
- Dynamic watermarks
- View-only and download control
- Viewer activity log
- SOC 2
- 9 7.7/10Good option
- Quote only
- Demo, no trial
- 8/12 feature checks
- Investor Q&A
- Dynamic watermarks
- View-only and download control
- Viewer activity log
- SOC 2
- ISO 27001
- 10 7.7/10Good option
- Quote only
- Demo, no trial
- 8/12 feature checks
- Investor Q&A
- Dynamic watermarks
- View-only and download control
- Viewer activity log
- SOC 2
- ISO 27001
- GDPR
Show places 11 to 17
- SmartRoom 7.6
- DealRoom 7.5
- Onehub 7.3
- ShareVault 7.2
- Digify 7.0
- DocSend 6.7
- Venue by DFIN 6.6
Folder index.
A starting structure for this room. Rename folders to fit your company and keep the numbers.
Seller, buyer, shares, price, timing.
Stock certificates or ledger entries, purchase agreements, vesting status.
Bylaws, ROFR and co-sale agreement, lock-up provisions.
Company and investor waivers, board consent.
Information package provided to the buyer, NDA.
Latest 409A, note from valuation provider on the effect of the sale.
Stock purchase agreement, assignment, joinder for the buyer.
Signed set, payment confirmation, updated ledger.
Need every file by stage? Use the startup data room checklist.
Must-have features.
| Provider | NDA e-signing | Viewer activity log | View-only and download control | Dynamic watermarks |
|---|---|---|---|---|
| Ellty | ||||
| Firmex | ||||
| iDeals | ||||
| SecureDocs | ||||
| Ansarada | ||||
| Datasite | ||||
| Citrix ShareFile | ||||
| CapLinked | ||||
| Intralinks | ||||
| Drooms |
- NDA e-signing
- Investors sign the NDA or click-through terms before the room opens.
- Viewer activity log
- Shows which investor opened which file, for how long and when, and exports the record.
- View-only and download control
- Set each file to view only, print or download, and change it later without resending anything.
- Dynamic watermarks
- Stamps the viewer email and the time across every page, so a forwarded screenshot points back to its source.
Set up the room in 5 steps.
- 1
Tell the board early
Explain the reason and size of the sale before agreeing terms with a buyer.
- 2
Read the transfer restrictions
List every ROFR, co-sale and lock-up provision and who must waive it.
- 3
Give the buyer a defined package
Share an agreed information set under NDA, with access limited to named people.
- 4
Check the valuation effect
Ask the 409A provider how the sale price may affect the next valuation and option pricing.
- 5
Close and update the ledger
Sign, confirm payment and update the stock ledger and cap table on the same day.
Common mistakes.
- Agreeing a sale with a buyer before telling the board.
- Missing a co-sale right, which lets investors claim part of the sale.
- No personal tax advice before selling.