If you own private company shares, you’re generally  eligible to sell them, though some restrictions may apply. Unlike when buying private company shares, you do not need to be an accredited investor to sell.

Most private companies  have  a “right of first refusal.” Meaning, the company can exercise its right to buy your shares rather than letting you sell them on the open market

Many private companies impose restrictions such as transfer limitations, rights of first refusal (ROFR), or requirements for board approval. For the most accurate guidance, we recommend confirming directly with your company’s stock administrator, legal, or finance team.

1. Open a free account on  P2P Shares. It takes three minutes even if you have fat fingers.
2. Accept a bid or submit an offer to sell.  Offers to sell will not be shared with your company until a match is made and you enter escrow with the buyer. 
3. P2P Shares posts your offer to our network of accredited investors and institutions to source buyers.
4. When a match is made, P2P Shares will notify you to open and escrow and facilitate your transaction.

The average transaction takes 45 days from the time P2P Shares marketplace matches a buyer and a seller until the transaction is closed. P2P Shares keeps you informed of the timelines and steps you need to take along the way.

You can find valuation information such as recent trading activity of your company’s private shares on P2P Shares.

Unlike other marketplaces that charge up to 5%,  P2P does not charge commissions. It's free to join and there are no fees to sell your shares. 

Stock options give you the right to purchase shares at a given price, whereas shares represent ownership in a company. If you want to sell private company stock, you need to first exercise your stock options.

The value of your shares is determined by investor demand. A first step in understanding the demand for your shares is to access P2P Shares’s marketplace by logging into your account. As a shareholder, you can explore a company’s active order book, with current bid and ask prices, historical trade activity, and overall market trends for your shares including primary funding round information. P2P Shares provides access to price discovery tools and private market insights, helping you gauge what investors are willing to pay. 

When you submit an offer to sell you’ll be prompted to upload proof of ownership. Only one document can be uploaded per offer submitted. Please combine your certificates into a single file that clearly shows your name, the company, and the number of shares . 

The minimum transaction size ranges from $25,000 to $100,000 depending on demand, company-specific requirements, and  transaction structure. Sellers must provide  documentation to verify ownership and comply with regulatory requirements. 

All bids and asks submitted on our marketplace are anonymous. If you place a sell order, investors will be able to see details of the offer (e.g. price, size, other terms) but identities are not disclosed. For direct share transfers, once terms are agreed upon, buyer and seller identities will become known to one another and provided to the company to facilitate the transfer. Buyers and sellers should review the terms of their agreements and consult with their personal advisors to ensure they understand any confidentiality obligations. 

shareholders cannot sell unexercised stock options and therefore options must be exercised prior to a sale through P2P Shares’s marketplace. Exercising your options means purchasing the underlying shares at the applicable exercise/strike price. Please  consult with a financial advisor before exercising options so you understand the financial and tax implications of doing so.

It takes 45 days on average to close escrow after a match has been made.

Companies may choose to block transactions from taking place for a variety of reasons, including but not limited to, the proposed counterparty, the price per share in the transaction, required pre-approvals, adjustment of the company’s fair market value, new primary funding rounds, and other factors. If you are concerned that your company may block a transaction, we suggest getting confirmation from your company’s stock administrator, legal or finance team on the transferability of your shares or to ask for individual approval to sell. 

If a company exercises its Right of First Refusal (ROFR), it means that they have elected  to purchase your shares at the same terms you agreed to with the buyer, or otherwise elected to assign that right to another party. You would still complete  the sale in this scenario, but the counterparty you are selling to would change.

Private companies often include transfer restrictions in their corporate bylaws or shareholder agreements to control ownership, maintain stability and align with strategic goals. These restrictions are designed to prevent unwanted parties from gaining influence in a company and further help preserve the company's culture and operational stability. More specifically, these potential restrictions can serve the following purposes:

• Preserve private company status: To avoid triggering public reporting requirements, private companies may want to limit the number of shareholders on their cap table.
• Maintain cap table integrity: Companies often want to vet or approve new shareholders to help ensure strategic alignment, avoid competitors acquiring equity stakes and information rights , and preserve relationships with employees or early investors.
• Support future financing or acquisition events: Clean, controlled cap tables are important for due diligence in fundraising or M&A events. Transfer restrictions reduce surprises and unwanted ownership changes.

Complying with legal or contractual obligations: Certain investors may have tertiary agreements or special rights (e.g. rights of first refusal (ROFRs), co-sale rights, etc.) that companies must honor when shares change hands.

For existing shareholders in a company, please note that a P2P Shares  may already be an approved buyer on a company’s cap table and selling your shares to a P2P Fund may solve this issue.

Sometimes a private company requires a legal opinion – this is when the company hires legal counsel to review and/or process the proposed transaction. Sometimes the company requires that the seller cover the fees associated with this, but company restrictions and shareholder negotiation may impact this. This fee is not charged by P2P Shares Securities

Investors typically explore a variety of market dynamics including, for example:

• Lowest priced offer to sell 
• Highest bids to purchase 
• Last matched transaction prices 
• Primary funding rounds and institutional valuations 
• Comparables from public/private companies 
• News, market sentiment, and leadership  
• Broader economic factors and liquidity preferences 

Generally, investors determine pricing based on a combination of factors, including some of the above inputs, applying their own interpretations and analyses to various signals to arrive at a price they’re prepared to pay for the asset.

The size of your offer could influence the level of interest you receive. Some investors may be seeking larger or smaller positions than what you’ve listed, which can also affect pricing dynamics. If you’re open to selling a partial amount, you can specify both your total offer size and the minimum number of shares you are willing to sell when submitting your listing.

A cashless exercise occurs when an investor funds the exercise cost (strike price x number of options) of an option holder’s stock options as part of a simultaneous sale. This allows the option holder to convert options into shares without paying the exercise cost out of pocket, which is typically required to complete a sale.

In these transactions, once an agreement with an investor is in place, P2P Shares notifies the company, triggering its internal processes. After the company completes those steps, closing paperwork is circulated and the seller receives net proceeds (sale proceeds minus the option exercise cost covered by the investor).

RSUs, or restricted stock units, are company shares that are not fully transferable until certain conditions—such as time-based vesting or performance milestones—are met. Once those conditions are satisfied, the shares become transferable to the award holder.

P2P Shares does not facilitate transactions in RSUs while they remain restricted. You may be able to transact them once they convert.

Common shares represent partial ownership in a company. They typically give holders voting rights and the chance to benefit from a company’s growth through appreciation in value.

Preferred shares are a type of company stock that typically provides certain advantages over common shares, such as priority in receiving proceeds if the company is sold, liquidated or goes bankrupt. They may also carry other rights defined in the company’s charter, such as special voting rights or specific transfer restrictions.

In the private market, different share classes can have varying rights and transferability rules, which can affect how they are transacted. Following an IPO, privately held preferred shares often convert to common stock, and in most cases, pricing is similar after conversion. Dividend rights on privately held preferred shares are uncommon.

The largest pricing differences between preferred and common shares in the private market usually occur when preferred shares have alternative transfer restrictions or processes that make them easier—or more difficult—to sell.

Timing depends on the type of fund ownership being sold.

• Individual sale: typically 45–60 days after matching with an investor, similar to a direct company transaction. 
• Transfer of previously owned units: generally 2–3 weeks from agreeing on terms to close.
• Third-party fund transfers: timing varies by structure.

A cashless exercise allows an investor to fund the exercise of your options in connection with a simultaneous sale. Most companies do not permit this type of transaction, so be sure to review or inquire about your company’s policy. If permitted, the investor must agree and all required legal documents must be signed before notifying the company (written approval may also be required).

Who can see my offer to sell my shares? What do they see?

On P2P Shares, your offer to sell your shares is visible to al accredited investors in the platform. They can view price, minimum quantity and deal terms. Your identity is hidden.. 

If there’s limited or no investor interest in a given company, you can:

• Consider adjusting your ask price or terms to make the opportunity more attractive
• Leverage P2P Shares’s market data tools to stay informed on changes in demand
• Explore alternative liquidity options such as partial sales or company-sponsored liquidity events