Private Market Compliance Checklist | Elephant

Private Market Compliance Checklist

Secondary transactions open valuable opportunities for shareholders to gain liquidity and for investors to access high-growth private companies. But because these deals take place in the private market, they must follow clear compliance rules to protect all parties involved

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What Buyers and Sellers Need Before They Start

Secondary transactions open valuable opportunities for shareholders to gain liquidity and for investors to access high-growth private companies. But because these deals take place in the private market, they must follow clear compliance rules to protect all parties involved.

Whether you’re a seller looking to transfer shares or a buyer evaluating an opportunity, preparing the right documentation upfront can save significant time and reduce the risk of delays or rejections.

For Sellers: Documents You’ll Need

Before listing or transferring shares, sellers should confirm ownership and eligibility. The following documents are typically required:

1. Proof of Share Ownership
Company-issued share certificate, digital statement, or confirmation from the company’s cap table manager (e.g., Carta, Pulley).

2. Company Approval or Transfer Restrictions
Understand whether transacting requires prior company approval

3. Identification and Accreditation Verification
Government-issued ID (passport or driver’s license).

4. Option Exercise Documentation (if applicable)
For employees, confirm that stock options have been exercised and converted into actual shares before selling.

  • Note: Not all transactions require options to be exercised beforehand

5. Tax Considerations
Sellers should consider consulting a tax advisor for potential capital gains implications.

For Buyers: Documents You’ll Need

Buyers in secondary transactions must demonstrate both eligibility and the source of funds. Common requirements include:

1. Proof of Accredited or Qualified Investor Status
Verification documents such as W-2s, bank statements, brokerage statements, or a letter from a CPA or licensed attorney.

2. Tax and Identification Documents

  • Relevant local or international tax forms (e.g., W-8BEN, W-9).
  • Government-issued ID for verification.

For Both Parties

  • Review and sign transaction documents
  • Confirm company valuation and latest round details to ensure pricing accuracy.
  • Verify counterparty credentials—working through a regulated intermediary like The Elephant reduces risk.
  • Understand tax implications in your jurisdiction before finalizing the transaction.
  • Keep all documentation in secure digital form to simplify future filings or audits.

How The Elephant Ensures Compliance

Every transaction facilitated through The Elephant undergoes a structured due-diligence process, including:

  • Assistance with KYC screening for both parties.
  • Verification of share ownership and company approval status, where relevant.

This framework helps safeguard both buyers and sellers.

Summary

Preparing these documents early streamlines the process and ensures a smoother path to liquidity.

The Elephant provides guidance at every stage, helping participants complete their transactions efficiently and confidently within a regulated, transparent environment.


Important Disclosures:
For more information on Emerson Equity, please visit FINRA’s BrokerCheck website. You can also download a copy of Emerson Equity’s Customer Relationship Summary to learn more about their role and services.
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