Offered equity instead of cash for a 3-month freelance project at a pre-revenue startup. Need feedback.
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:
- Has anyone taken an equity-only deal like this? How did it turn out?
- What clauses should I insist on (cash fallback, buyback, anti-dilution, etc.)?
Posted Sep 24, 2026, 5:25 AM UTC
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