How long does selling pre-IPO shares take, start to finish?

An indicative price range usually takes a business day. Agreeing terms takes days. The company’s process — ROFR window, approvals — is the long pole: commonly 30 days for the ROFR alone. All in, several weeks to a couple of months is normal, set mostly by the company rather than the negotiation.

Can the company block the sale entirely?

Many can, and some do — through a flat refusal to approve, or transfer restrictions with no exception outside company-run windows. When direct transfer is blocked, the remaining routes are a company tender when one opens, a forward agreement, or waiting. A desk that knows the company’s behavior can usually tell you which before you spend weeks finding out.

What happens if the company exercises its ROFR?

The company (or its assignee) buys your shares at the price your buyer negotiated. You still sell, at that price, on roughly that timeline — only the buyer changes. A ROFR exercise is a priced close, not a failed deal.

What documents do I need before starting?

Your grant or purchase documents, exercise records if options were exercised, anything the company issued confirming your holding, and your ID for the eventual close. The company’s bylaws or ROFR policy help if you have them; a broker can often work without them at the start.

Can I sell only part of my position?

Usually, yes — partial sales are routine, and selling part now against the rest at a listing is a common middle path. Some companies set minimum transfer sizes; that surfaces in the transferability check.

Do I need my own lawyer?

For a standard direct transfer with a broker running the process and company counsel on the other side, many sellers close on the standard documents. For a forward or anything bespoke, yes — get your own counsel. Nothing on this page is legal or tax advice.

How to sell private company shares · the process

How to sell pre-IPO shares: the process, step by step

Eight steps, in the order they actually happen. The honest version: the negotiation is the fast part, and the company’s own process sets the clock. Knowing that before you start is most of the game.

01Confirm what you actually hold

Pull your grant documents and the company’s equity portal before anything else. What matters: common or preferred; vested or unvested; options exercised or not (unexercised options are personal and almost never transfer — the fix is exercising at close or a forward); RSUs settled into shares or still promises. Sellers regularly discover at step five that half the position they shopped cannot move. Settle this in an afternoon and everything after goes faster.

02Read the transfer rules before you talk price

The company’s bylaws and your stock agreement control the sale. Look for three things: a right of first refusal (the company or its assignee can step in and buy at your negotiated price), a board-approval requirement, and any blanket transfer prohibition outside company-run windows. If you cannot get the documents, a broker or lawyer can usually infer the regime from the company’s known behavior. A price quoted on shares that cannot transfer is not a price — which is why a serious process starts here, not with a number.

03Get to a defensible price view

Three reference points: the last round price (what new preferred paid), recent secondary trades in the name where they exist, and the structural discount — common stock typically trades below the preferred price because it sits behind the preference stack. A thinly traded name may have no recent prints at all; then the round and comparable names carry the weight. Distrust anyone who quotes you a firm price before confirming transferability.

04Find the other side

A company tender if one is open; a broker who takes the position to buyers; a marketplace listing; or a forward when direct transfer is blocked. The routes and their trade-offs are compared honestly in our guide to selling private shares. Whichever you pick, the test is the same: does this path produce a real buyer at a real price your company’s process will allow through?

Route comparison: how to choose between tender, broker, marketplace and forward. What a broker’s fee looks like: how the fee works.

05Agree the terms

Price per share, size, structure (direct transfer, SPV, or forward), who pays which costs, and timing. Get it in writing before documents start. You should not be named to the buyer until this point — confidentiality until you agree to proceed is standard, and worth asking for explicitly. Nothing is binding yet; either side can still walk.

The structures, compared: direct transfer, SPV or forward.

06The company’s clock starts

The transfer notice goes to the company. If there is a ROFR, a window opens — commonly 30 days — in which the company or its assignee can buy at your negotiated price. Either way you sell at that price; only the buyer changes. Board approval, where required, runs on the board’s own calendar. This step is the long pole in almost every private sale, and it is entirely outside your control. Plan around it rather than fighting it.

This step has its own page: the ROFR and company approval, in full.

07Close and settle

A stock purchase agreement (or SPV subscription, or forward contract), signatures, funds to escrow or direct, and the company updates its ledger. With a cooperative company and clean documents this is days, not weeks. Your proceeds arrive net of any agreed costs; the fee on a brokered block is quoted in writing on the file long before this point.

08After the close

A private-share sale is a taxable event, and the treatment turns on facts specific to you — exercise dates, holding periods, whether the stock qualifies for small-business treatment. One hour with your tax adviser before year-end is nearly always worth it. Keep the full document set; the company’s ledger entry plus your SPA is the record that follows the shares.

Where a desk earns its place

Steps two, four and six are where sales die: transferability misread, no real buyer, or the company’s process mishandled. That is the work a secondary desk does daily — confirming what can move before anyone talks price, taking the position to buyers without your name on it, and running the company’s clock with documents the company’s counsel has seen before. Tell this desk the company, what you hold and roughly how much, and an indicative range usually comes back within one business day. There is no fee to ask, and the fee on a brokered block is quoted on the file in writing before you commit.

Common questions

How long does selling pre-IPO shares take, start to finish?: An indicative price range usually takes a business day. Agreeing terms takes days. The company’s process — ROFR window, approvals — is the long pole: commonly 30 days for the ROFR alone. All in, several weeks to a couple of months is normal, set mostly by the company rather than the negotiation.
Can the company block the sale entirely?: Many can, and some do — through a flat refusal to approve, or transfer restrictions with no exception outside company-run windows. When direct transfer is blocked, the remaining routes are a company tender when one opens, a forward agreement, or waiting. A desk that knows the company’s behavior can usually tell you which before you spend weeks finding out.
What happens if the company exercises its ROFR?: The company (or its assignee) buys your shares at the price your buyer negotiated. You still sell, at that price, on roughly that timeline — only the buyer changes. A ROFR exercise is a priced close, not a failed deal.
What documents do I need before starting?: Your grant or purchase documents, exercise records if options were exercised, anything the company issued confirming your holding, and your ID for the eventual close. The company’s bylaws or ROFR policy help if you have them; a broker can often work without them at the start.
Can I sell only part of my position?: Usually, yes — partial sales are routine, and selling part now against the rest at a listing is a common middle path. Some companies set minimum transfer sizes; that surfaces in the transferability check.
Do I need my own lawyer?: For a standard direct transfer with a broker running the process and company counsel on the other side, many sellers close on the standard documents. For a forward or anything bespoke, yes — get your own counsel. Nothing on this page is legal or tax advice.