A Restricted Stock Purchase Agreement (RSPA) is a legal agreement between a company and a recipient (typically a founder, employee, advisor, or contractor) governing the purchase of restricted shares of company stock. It is most used when someone is purchasing stock that is subject to vesting and company repurchase rights.
RSPAs must be recorded either as a Restricted Stock Award (RSA) or as a standard share issuance, depending on whether they’re issued under an equity plan or directly from an authorized share class.
This article explains when to use each method and how to correct the record if shares were initially recorded incorrectly.
Record as an RSA (Restricted Stock Award)
In Pulley, Restricted Stock Awards (RSAs) must be tied to an equity plan, since they are treated as part of your company’s equity compensation program.
Recording an RSPA as an RSA is appropriate when:
The shares are granted as compensation (e.g., to employees, advisors, or contractors)
You want the shares to count against your equity plan pool
The issuance should be tracked alongside other plan-based grants (like stock options or RSUs)
When recorded as an RSA, Pulley will:
Track vesting and repurchase terms over time
Reflect the shares within your equity plan pool
Include the grant in plan-based reporting
You can find detailed instructions on how to record an RSA here:
Record as a Share Issuance (Not Under an Equity Plan)
Use this method when the shares are issued directly from the company’s authorized share class and are not part of an equity plan.
Recording an RSPA as a share issuance is appropriate when:
The shares are not being issued under an equity plan
The issuance is for founders or direct equity holders (not part of a compensation program)
The shares should not count against your equity plan pool
You want the shares reflected as part of your authorized capital rather than plan-based grants
You can find detailed instructions on how to record a share here:
How to Convert from RSA to Share Issuance
If shares were originally recorded as an RSA but should have been issued directly from the authorized share class:
Cancel the existing Restricted Stock Award
(Actions > Cancel)Re-record the shares as a standard share issuance (common stock or preferred stock, depending on the applicable share class).
+ New > Add Signed AgreementsConfirm the effective date aligns with the original issuance date.
This removes the equity plan association entirely and reflects the shares as a direct issuance from authorized capital.
Use RSA Recording | Use Share Issuance Recording |
Shares come from an equity plan | Shares come directly from authorized shares |
The grant is part of employee, advisor, or contractor compensation | Issuing founder shares or direct equity grants |
You need vesting and repurchase rights tracking | Shares are not part of an equity compensation plan |
Shares should reduce the equity plan pool | You do not want the shares tracked against your plan pool |