What Is a 409A Valuation?

Person thinking about their 409a valuation.

What is a 409A valuation? It's a question that puzzles many new entrepreneurs and business owners. A 409A valuation is essentially an independent third-party appraisal of a private company's common stock value. This informs the stock option exercise price for employees, ensuring that startups can offer up their stocks on a tax-free basis according to IRS regulations.

The importance of a 409A valuation goes beyond just this, however. It establishes the baseline fair market value of the company's common stock, painting a clear picture of the company's worth at a specific point in time. Unlike venture valuations that are influenced by the market and investor demand, 409A valuations are generally more grounded and factual, relying heavily on comparable company analysis.

Understanding 409A Valuations

To fully understand 409A valuation, it's important to dig a little deeper into its finer points. One notable aspect of this type of valuation is the comparison between common stock and preferred stock. Preferred stock, typically received by investors, is considered more valuable than common stock due to its additional rights and benefits. 409A valuations deal specifically with common stock.

A 409A valuation isn't a one-time thing that can be forgotten once completed; it needs to be refreshed every 12 months or after significant company events, maintaining a valuation safe harbor with the IRS. Not doing so could throw up red flags that might deter potential investors and place employees at risk of tax liabilities.

The cost of 409A valuations can range anywhere between $1,200 and $11,000 depending on factors such as the company stage and complexity. It's an investment that business founders need to make while understanding its potential impact on both employee satisfaction and shareholder benefits. 

As a founder, you should never forget that your venture capitalists might not put too much weight on your 409A valuation when it comes to venture valuations, but any signs of poor practices could certainly raise eyebrows.

Do Startups Need a 409A Valuation?

In the early stages of a startup, it might be easy to dismiss the importance of a 409A valuation. But even in the rush of getting things off the ground, it’s important that you don't miss out on what a 409A valuation can offer your growing company.

If you're planning on offering stock options to your employees (which is a common practice among startups looking to attract skilled talent), then a 409A valuation is an absolute must. Why? For one, the IRS requires it. Under IRS Section 409A, you need to provide a fair market value of your startup's common stock before issuing any stock options. This valuation needs to be refreshed annually or after any significant events, such as fundraising rounds.

How Is 409A Valuation Conducted?

Navigating through a 409A valuation might seem like a tough task for many startup founders, but it doesn't have to be if you know what to expect.

The process starts with understanding the three fundamental methods used in valuation: the income approach, the market approach, and the asset-based approach.

Income Approach

The income approach can be compared to peering into a “crystal ball” that forecasts the financial future of the company. It doesn't just consider the current cash flow but projects future profits and revenues your company might generate in the future. Considerations such as net income, expected growth rates, and associated risks are factored in. These anticipated cash flows are then discounted to present-day values, which account for the time value of money and inherent investment risks. This method relies heavily on realistic forecasting and sensible discount rates. 

While it can provide a clear snapshot of potential future profitability, it's important to note that since this approach is forward-looking, it is subject to uncertainties and varying assumptions about the company’s future performance.

Market Approach

Unlike the more introspective nature of the income approach, the market approach broadens its horizons and looks externally for valuation comparisons. Its core principle hinges on the theory that the market provides a natural and unbiased valuation of similar entities. Therefore, the market approach compares your company with others in the same industry that are publicly traded using indicators like price-to-earnings ratios, revenue growth, or other key financial ratios. 

This approach allows you to gauge your company's value in relation to its industry peers and applies market observable data to derive a valuation, but finding truly comparable companies can be challenging, especially for unique businesses or those in new industries.

Asset-Based Approach

The asset-based approach is just like taking inventory of all your company's possessions — tangible and intangible. This could range from physical assets such as real estate, machinery, and inventory to intangible ones like patents, copyrights, and brand value. Each asset is evaluated at its current fair market value, ignoring any potential value it could generate in the future. 

Adding up these individual values gives an aggregate figure that reflects your company's worth. This valuation method is often used for businesses with substantial hard assets but might undervalue companies where intangible assets or future earning potentials are the predominant sources of value.

The Importance of Third-Party Experts

While these methods provide a solid basis for valuation, it’s still important to involve unbiased third-party experts. An independent appraiser can provide objectivity and expertise that may satisfy the IRS requirements, allowing your company to stay within the safe harbor provisions of the IRS Code Section 409A. During this process, you'll need to provide company details such as financial statements, business plans, forecasts, and any other relevant information about material events in the company's history.

All in all, accurate valuations are more than just a regulatory checklist. They're a key element in setting the appropriate strike price for equity, which can help avoid tax penalties from possible undervaluing or overvaluing of stock options.


How much does a 409A valuation cost?

A 409A valuation typically ranges from $1,000 to $10,000, with the cost depending on the size and complexity of the company. This cost includes time spent by an independent appraiser to gather information, analyze financials, and determine the fair market value.

What is the difference between 409A and VC valuation?

While both refer to valuations, a VC valuation considers the price investors are willing to pay for preferred stock, while a 409A valuation is an IRS-required analysis of common stock value. A VC valuation tends to be higher because preferred stock often carries additional rights and benefits.

Why do companies want a low 409A?

A lower 409A valuation can be beneficial because it allows companies to issue stock options with a lower strike price. This means employees need to invest less money upfront when exercising their options, making the options more attractive.

What is a 409A valuation safe harbor?

The “safe harbor” concept refers to the IRS accepting a 409A valuation as valid if it is conducted according to specific rules. If a qualified independent appraiser conducts the valuation and the company obtains a new valuation at least once every 12 months (or upon a material event), it remains in the safe harbor and is less likely to face IRS penalties.