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What Is Private Company Stock?

I nvestors often first hear about private company stocks when offered them in return for payment. Private stocks vary significantly when compared to public IPOs, so it is important to understand the differences before agreeing to this type of trade. Not only are private company stocks different in terms of regulations than when compared to publicly traded ones, but the process of offloading or selling them is also different.

Key Takeaways:

  • Private stocks are not required to follow the same SEC rules as IPOs.
  • The buying and selling of private stocks must first be approved by the board.
  • Private stocks may eventually turn public through an IPO.
  • Private businesses can be categorized in multiple ways, but IPOs are usually listed as a corporation.

What Is Private Company Stock?

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Private company stock is a stock that is offered to the employees and investors of a company. This differs from a public stock in that any trading of the stocks to or from individuals outside of the company must be approved. These stocks are not traded as an initial public offering (IPO), and private companies are not required to follow the same SEC rules.

Private companies often offer the following types of stocks:

  • Qualified small business stock.
  • Long-term capital gains.
  • Unexercised nonqualified stock option.
  • Unexercised incentive stock option.
  • Restricted stock units.

The requirements for buying or selling private stocks vary, depending on the type of stock and the rules of the private business. Additionally, tax requirements and liabilities can also differ.

What Is a Private Company?

A private company, sometimes referred to as a privately held company, is defined as a business with private ownership. The shares of a privately owned organization do not appear on the public market and cannot be publicly traded. This is in comparison to a public company in which the shares are publicly traded. The private company is also not owned by the government or any government-related organization.

Private companies can be registered as any of the following:

  • Sole proprietorship: A sole proprietorship is owned by a single person. This means there is no separation between the business and the owner.
  • Partnership: A partnership is owned by two or more people. Each person has unlimited liability for the company’s assets. A partnership can be either a limited partnership (LP) or a limited liability partnership (LLP).
  • Limited liability corporation (LLC): LLCs create a separate entity, protecting business owners from liabilities. But, business funds can be processed through personal accounts without facing corporate taxes.
  • Corporations: There are two types of corporations: an S or C corporation. S corporations help business owners prevent double taxation, while C corporations create a separate entity while maintaining personal liability.

While private businesses can fall into any of these categories, the majority of companies that choose to go public are registered as a corporation. It is important to note that even publicly traded companies once started as a private company. The company may issue private stocks as an incentive to attract high-quality employees until they expand and are able to publicly trade in the stock market. This is a common method for startups.

Some smaller businesses may also use stocks in a private company to pay vendors or contractors when funds are low. A lot of workers agree to accept stocks instead of payment because the value of the stock will often go up once the company does go through an IPO. Many, not all, private companies do make the transition to publicly traded eventually. This is because there are many challenges to raising additional capital as a private company. Once a private company becomes public, they can gain additional funds through IPO or bank loans.

However, the cost of going public can be expensive, leading some companies to stay private. Going public requires the SEC filing fee, listing fees, and additional payments to the underwriters. Private companies are also not necessarily small in size. Larger companies, like Chik-Fila-A and Mars Inc., are two examples of large companies that are still private. Both private and public companies have a board of directors.

However, private companies do not always share information about their board of directors with the public. The board is often small and may be made up of only family members. By keeping the board small, they have greater control over the business logistics.

How Does Private Stock Work?

Because private stocks differ from publicly traded ones, it is important to understand the intricacies of each one. These are a few of the biggest ways in which private stocks differ from publicly traded ones:

  • Difficult to calculate valuation: It is not as simple to calculate the valuation of private shares. Private business reports can be harder to obtain, and there isn’t a market value.
  • Shareholders have less control: The shareholders in a private company do not have as much control. Private companies can focus on long-term strategies rather than relying on shareholder approvals.
  • Different filing rules: Private companies are not required to follow SEC filing rules. While private stocks are still regulated, private businesses are not required to register them with the SEC.
  • They do not release as much information: Publicly traded stocks require businesses to share important information to the public, like annual and quarterly reports. Investors may still be able to gather information about a private company through the Secretary of State, but it is much harder to find this information.
  • Owners have greater control: Private companies are often owned by families or a fewer number of investors. Because they do not have to get shareholder approval, they often have greater control over the business.
  • Difficult to liquidate: Because private company shares are not sold or bought on the public market, liquidating private stock can be more difficult. Additionally, the sale of any stocks requires prior approval by the board.

While private stocks can be valuable to portfolios, it is important to understand how they differ. Because it can be more difficult to calculate their value, investors will need to consider how and when they can offload them.

How Are Private Stocks Sold?

There are many challenges to selling private stocks than when compared to private ones. First, it can be more difficult to find an interested buyer because the stock is not publicly listed. Even if the seller is able to find an interested buyer, they must first get approval from the company. There are four methods in which investors can sell private stocks, which includes the following:

  • Sell the stocks back to the company: Some companies offer buyback programs that let employees sell back stocks.
  • Sell the stocks to an approved buyer: With prior board approval, private stock owners may be able to sell.
  • Wait for the company to do an IPO: Many companies will eventually choose to do an IPO.
  • Sell the stocks through a private-securities market: Some stocks can be sold through a private-securities market if the business plans to go public. This is referred to as a pre-IPO private stock. Owners of the private stock can list their pre-IPO stock in the market.

Selling private company stocks for a business with no plans to go public can be more difficult. This is often referred to as a non-pre-IPO private stock sale. Because private companies are less likely to share information about their profits and assets, there are not often many buyers who are interested in buying stock in a private company.

Investors who have access to private stocks and want to sell should discuss their options with the company. Some larger companies offer private stock company buyback programs, whereas others may approve the sale to an outside party. Additionally, another option called private placement helps smaller businesses to sell stocks without going public or registering with the SEC. However, private placement businesses must meet all the requirements of Regulation D SEC for this unique statute.

Private stocks present many additional challenges. While they may be more difficult to value or trade, they can also be a good financial option. When a company goes public, its private stocks often increase in value. Even if the company does not choose to go public, investors might have options available to sell or trade their stocks.