Your frequently asked
questions, answered

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Who can pledge their Upside?

Equity donations through The Upside Foundation are perfect for founders of companies that:
- Are incorporated
- Are private
- Are Canadian
- Hope to grow the company to either sell or IPO one day
- Want to make an impact
Companies can join as early as at incorporation or as late as having raised hundreds of millions of dollars or having hundreds of employees. Companies can join from any industry, though the majority of Member companies are tech-focused.

How much should my donation be?

Typically, early-stage companies donate 1% of the company.  Later-stage companies tend to donate a smaller percentage, often the equivalent of what they would give to a senior level employee. This percentage is entirely at your discretion, however, we encourage you to ensure the donation is a meaningful amount.

How can I structure my donation?

The structure that makes the most sense for you typically depends on the stage your company is at and how your cap table is structured. In any case,  the donation is triggered by a liquidity event (typically acquisition or IPO), where the cash proceeds from the donation are donated to us, and then distributed to the charity(s) of your choice.

There are four ways you can structure your donation: 
1) A standard option agreement
2) Stock options
3) Warrants
4) Personal proceeds

Format 1
Sign a 5-page legal document that grants 1% of outstanding options to Upside. Typically for companies with simple ownership structures, such as newer companies or companies with only one or a few shareholders.

Format 2
Assign options from your ESOP (Employee Stock Option Plan). For companies who have, or plan to have, an ESOP, issuing options to Upside just as you would to an employee is generally the easiest route. When you have a liquidity event (acquisition or IPO), those options are exercised, we receive the shares, and sell them. The cash received from that transaction is then donated to the charity of your choice. The only change required for your ESOP is to update the "eligible participant" definition to include a registered charity or not-for-profit corporation.

Format 3
Assign warrants (similar to options but generates outside of existing option plan). For companies who are comfortable with warrants (similar to options, but generated outside of an existing option plan), we have a standard warrant agreement.

Format 4
Finally, for companies where obtaining agreement to issue equity from the company is too difficult, we have the option for founders to donate personal proceeds instead. Any founder or CEO can sign a legal agreement that indicates they have pledged to donate the proceeds from a certain number of the options they individually own (typically 2-5%). When the liquidity event happens, they redeem their options for shares, and donate the designated proceeds to us.

Does the Upside Foundation take a fee from donations?

No, there are no fees. However, Members generously include The Upside Foundation as one of the charities to receive proceeds (typically 10%) to support our work.

How is the Upside Foundation funded?

Upside is funded through generous corporate sponsors and private donations. Learn more on our Partners page.

How are the charities selected?

Each Member company chooses the charity(s) to which they'd like their donation allocated. For more information, please see our Charities page.

How can a charity get involved with the Upside Foundation?

For more information, please see our Charities page.

What is The Upside Foundation's Donation Policy?

Any selected charity must meet the following criteria: is a registered Canadian charity vehicle, in good standing with the CRA, approved by the Foundation due diligence process (this will include, but is not limited to, a review of financial statements, a meeting with at least one representative from the organization and Foundation Board approval).

It is our mission to fund nonpartisan service organizations that adhere rigorously to fundamental human rights principles and provide a long-term benefit to Canadians.  We encourage the donations to remain in Canada to support Canadians in need. We do not consider support for programs or organizations:
- Involving partisan political activities; direct or indirect promotion of or opposition to a political candidate or party.
- Which discriminate on the basis of race, creed, age, gender, or sexual orientation in policy or practice, or that seek to limit the legal rights and activities of people.
- Which endorse, support, or promote violence, terrorist activity, or related training, whether through their own activities or indirectly through their support of, support by, or cooperation with, other persons and organizations engaged in such activities.

Is the pledge legally binding?

The online pledge form is not legally binding, but the subsequent legal documents are.

What happens if I never exit or my company fails?

If your company never exits or fails, no donation to charity will be made. There are no consequences or liabilities to Upside on your company's part. We hope that you will consider taking the pledge again with your next, more successful venture.

What are the tax implications of my pledge?

When the donation is completed up front, upon issuance of options or warrants, those assets are owned by The Upside Foundation. Since we’re a registered charity, those assets will never experience capital gains tax. This structure allows a founder to donate assets pre-taxation. In that case, we can issue founders a donation receipt for the assets at their current valuation (if they have an externally validated valuation, such as would be determined in an external capital raise), however most founders choose to forego this option due to its implications of having to claim capital gains on the donated amount.

When the donation is a pledge of personal proceeds, the donation technically occurs when the cash is donated following a liquidity event. This looks like a more typical donation, where you will be fully taxed on your personal capital gains and are making a donation of post-tax dollars, after which a donation receipt will be issued.

What is Upside's relationship with Pledge 1%?

Pledge 1% is a global initiative encouraging companies to donate 1% of company equity, personal equity, product, employee time or annual profit. The Upside Foundation is the Canadian Partner of Pledge 1% for equity donations. All Upside Members are also considered to be part of Pledge 1%.

Still have questions?