I was an early employee at a private US startup many years ago. I exercised some stock options, but I cannot sell any shares yet due to transfer restrictions (which is quite common.) I am not a US citizen or tax resident, and I have moved back to my home country of New Zealand.<p>I have received an offer from ESO Fund [1]. They are offering to provide a non-recourse cash advance (aka a loan) in exchange for a percentage of the upside after the company has an IPO.<p>One of the conditions of this offer is that I would need to transfer my shares into a trust. This would be a Permitted Transfer, which the company does allow. I believe the purpose of the trust is to function as an escrow, to ensure that they receive their money after the IPO.<p>I've talked to a tax advisor, and this will cause some huge problems due to my country's tax laws (FIF.) We basically have a wealth tax for foreign investments, and this transfer would cause my annual tax bill to increase by hundreds of thousands of dollars. I cannot afford to pay these taxes because my shares are illiquid. I am currently exempt from this FIF tax since I received the shares through an employee share scheme (EX 38.) Transferring my shares to a trust would cause me to lose this exemption.<p>Can anyone suggest any solutions to this problem? Is there some additional clause we could add to the contract, or anything else I could offer them?<p>Otherwise, are there any alternatives to ESO Fund that might allow me to continue owning the shares?<p>Finally, this company is basically ready to have an IPO whenever the conditions are right. They could have had an IPO last year. How much longer do you think I might need to wait for the IPO?<p>[1] https://www.esofund.com
SharesPost might be able to offer a similar loan [1]. Also have a look at Equidate and EquityZen.<p>[1] <a href="https://www.businesswire.com/news/home/20180117005389/en/SharesPost-Introduces-New-Liquidity-Solutions-for-Holders-of-Private-Tech-Company-Shares-and-Stock-Options" rel="nofollow">https://www.businesswire.com/news/home/20180117005389/en/Sha...</a>