Offered equity instead of cash for a 3-month freelance project at a pre-revenue startup. Need feedback.

Suggestions

A pre-revenue startup wants me to work with them for 3 months. Instead of salary, the ₹1,05,000 compensation for that period would be settled entirely as equity shares at the end of the 3 months.

What they've offered:

  • Direct share allotment in my name, linked to my PAN. They say it's not sweat equity.
  • A 3-month lock-in after allotment
  • A long-stop date in the agreement, with a "settlement mechanism" if they can't allot shares by then
  • Their authorised capital is currently too low for this allotment, but they say restructuring is underway

What worries me:

  • Zero cash for 3 months
  • No share count, price per share or % stake mentioned yet
  • Private company shares are illiquid, and exits are uncertain
  • Possible tax on shares received as compensation, with no cash to pay it

Questions:

  1. Has anyone taken an equity-only deal like this? How did it turn out?
  2. What clauses should I insist on (cash fallback, buyback, anti-dilution, etc.)?

Posted Sep 24, 2026, 5:25 AM UTC

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