How to Sell Private Company Stock

What Is Private Company Stock?

A private company is a privately-held commercial entity. While it may issue shares of stock, these shares are not offered to the general public and aren't listed on a public stock exchange. Private company stock includes shares issued by the company to employees or investors.

For example, startups often use equity to compensate employees during the early stages when cash flow is limited. Public companies also use equity compensation programs. These programs are designed to motivate employees by tying a portion of their pay to the company's earnings. 

Contrary to a public company, a private company doesn't have to provide financial information to investors or shareholders. In addition, due to the often smaller size of private companies, they typically issue fewer shares of stock. That can make the shares less liquid and difficult to sell.

How Private Company Stock Works 

Selling stock in a private company is not as simple as selling stock in a public company. Public company employees and investors can sell company shares through a broker. To sell private company stock—because it represents a stake in a company that is not listed on any exchange—the shareholder must find a willing buyer.

In addition, a sale of private stock must be approved by the company that issued the shares. Some companies may not want their shares to be widely distributed.

What's more, some employees of startups may feel pressured to hold onto their company stock as proof of loyalty. If there is a good reason for the sale—such as a downpayment on a house—a company could be persuaded to approve a sale. 

Special Considerations 

Pre-IPO Private Stock

Shares of a startup company that plans to go public with an initial public offering (IPO) are often easier to cash out. A number of web-based companies, such as EquityZen and Forge, connect sellers of, and investors in, pre-IPO shares. 

Pre-IPO private company stock exchanges are essentially venture capital markets for the masses. An employee who holds stock in a pre-IPO private company can list shares for sale on such an exchange. Some of these secondary market sites offer loans to buy pre-IPO stock. 

Non-pre-IPO Private Stock

It is trickier to sell the stock of a private company that has no intention of going public. The lack of information about most private companies dissuades most outside investors. They can be reluctant to buy into a company that they know nothing about and cannot thoroughly research in public documents. In any case, the company may not approve the sale of its stock to outsiders.

The simplest solution for selling private shares is to approach the issuing company and ask how other investors liquidated their stakes. Some private companies have buyback programs, which allow investors to sell their shares back to the issuing company.

In addition, an insider may be able to provide leads about current shareholders or potential investors who have expressed interest in buying the company's shares.

The seller would be wise to visit a securities lawyer to make sure the paperwork is done correctly. Although private stocks are not registered with the Securities and Exchange Commission (SEC), all SEC regulations that apply to selling stocks must still be followed.