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The price was cash. Equity is a new deal, not a payment.

The work is done. It was delivered, checked, and accepted at a price stated in money. The invoice is out, and back comes a different offer: no cash, or far less cash, and instead a slice of the company, described in the warmest possible terms as worth far more than your invoice one day. Notice what has actually happened. The client is not paying the bill in a creative currency. They are asking you to cancel a settled cash debt and buy, with it, an investment you never asked to evaluate, on terms they set, priced by them, at the exact moment they cannot or will not produce the money. That can still, rarely, be a good trade, but only if you run it as what it is: a purchase decision made by you, with documents, at a price you set. Here is how to run it without being rude and without being rolled.

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Updated November 1, 2026. First published November 1, 2026. The two delivery records quoted below are real and public, with their client decision states read back from the live service on November 1, 2026.

Step 1. Name the two separate things on the table

Thing one is a debt: finished, accepted work at an agreed cash price, due on agreed terms. That debt does not change shape because a new offer arrived, any more than it would if the client offered to pay in gift cards or in a car. Thing two is a proposal: that you take some or all of that debt and exchange it for equity, meaning an ownership slice of the client's company. Keeping the two things separate in every message is the whole discipline. The moment the conversation merges them, phrases like the equity payment, or we are paying you in shares, the debt quietly stops being overdue and starts being your investment choice, with the delay reframed as your due diligence period. It is not. The invoice stands due under its original terms while you consider the proposal, and anything you agree replaces it only when a written agreement both sides sign says so, with the invoice named in it.

Step 2. Price what equity in a small private company actually is

Run the plain facts before any romance about upside. Equity in a private company usually cannot be sold when you want: there is no market of buyers, and the documents often restrict transfer outright. A small slice carries no control: you cannot set salaries, stop spending, or force the sale that would one day make the slice worth money. The percentage means nothing without the valuation under it: one percent of a company valued by its founder at a hopeful number can be worth less, in expected cash, than one tenth of one percent of a company with real revenue and a recent outside round. The slice can also shrink later, when the company raises money and issues new shares. And most young companies fail, which means the honest expected value of most such offers, priced coldly, is low. None of this makes the offer an insult. It makes it a thing to be priced like an investor, because the client is asking you to be one, with your fee as the stake.

Step 3. Choose among three doors, all of them open today

Door one, cash as agreed. If the real problem is timing rather than ability, answer with a dated cash plan, installments against the standing invoice with dates and amounts in writing, rather than a change of currency. Door two, cash first with an equity extra: the agreed price is paid in cash as agreed, and if the client wants you aligned for the future, a small equity grant on top, for future availability or a future stage, is theirs to offer and yours to weigh, with the debt never inside the bet. Door three, a genuine exchange, taken only if you would honestly consider investing your own cash in this company: then the equity must be priced at a steep margin over the invoice, because you are swapping certain money due now for uncertain money maybe never, and the exchange is documented like the investment it is, in step 4. What is not a door is the standing middle most clients propose: the whole invoice swapped for a small, vaguely described slice, at their valuation, on a handshake. That shape is not generosity priced in shares. It is the invoice being re-priced to a small fraction by the person who owes it.

Step 4. If you consider door three, ask for the investor documents

An investor would not wire money on a call, and you are being asked to wire your fee. Ask, in writing, for: the exact percentage and the class of shares or units, and how yours differ from the founders' kind. The valuation the percentage is calculated from, in numbers, and what it rests on: the last priced round with outside investors, current revenue, or the founders' own estimate, named as such. The current ownership table, who holds what, and any existing promises of shares to others. The transfer rules: can you sell, to whom, must the company approve, what happens to the slice if you die, if they fire you from future work, or if the company is sold. What new share issues can shrink your percentage, and whether you get any notice. And the company's real position: months of cash left, main debts, and the next raise planned. A serious client answers most of this from documents that already exist. A client who cannot produce any of it is asking you to price their company on adjectives, and adjectives are the answer: decline the exchange, keep the cash debt, and offer door one.

Step 5. Read the two states the job itself can sit in while you decide

An equity offer gets murkier when the size or the acceptance of the underlying debt is still arguable, so fix the debt's shape first, on the record. The record format is AER-1, published as an IETF Internet-Draft (draft-zambo-aer1-26), and each step carries a verifiable receipt: a receipt proves the saved result was not changed since it was saved. The two public records below show the states a delivery can carry:

Accepted: the decision is on the record

Pending: checked, and still waiting on a decision

An accepted record, 4 of 4 steps checked, decided_by client, release_hint ok_to_release, decided 2026-10-16T14:31:51.146Z in that example, fixes the exchange's first term exactly: this work, accepted on this date, at the agreed cash price. Any equity conversation then starts from a settled number, and the only question being priced is the investment. A pending record, 5 of 5 steps checked and release_hint hold, is checked work still waiting for its decision, and there you close the decision before you price anything: an offer of shares for an amount that is not yet fixed on the record is an offer to negotiate two unknowns at once, which always resolves in favour of the side that owes the money.

Step 6. Protect your position while the conversation runs

Consideration has a cost, so bound it. Give the proposal a decision date, a week or two, stated in writing, after which the offer lapses and the invoice simply follows its terms. Do not start further work, and do not hand over anything the agreement ties to full payment, final files, rights transfers, owner access, while an overdue invoice is being re-proposed as an investment; that is not leverage, it is the original agreement continuing to apply. Keep every number in the thread, not on calls: percentages and valuations discussed out loud have a way of shrinking when they are finally written down, and the written version is the only one that will ever exist for you. If you do agree an exchange, sign it before the invoice is marked settled, with the share issue itself, the certificate or register entry, named as a dated deliverable with a deadline, because a promise to sort the shares later, from a client who could not sort an invoice now, deserves no faith at all.

Step 7. Write the next agreement so this arrives before the work, not after

One short line in the next quote ends the surprise: payment is in money, by the named method, and no other form of payment, goods, services, or ownership interests, discharges an invoice unless a separate written agreement signed before the work starts says so. A client who genuinely wants an equity collaboration will raise it at the start, where it belongs, with documents and time to think, and a properly structured work-for-equity deal agreed in advance is a legitimate thing some providers choose with open eyes. A client who raises equity only after the invoice is due has revealed the timing that defines the offer: it is not an invitation into the company. It is the moment the money ran out, priced in hope.

What a record does not settle

A verifiable receipt proves the saved result was not changed since it was saved; it does not value a company, predict whether shares will ever be worth anything, or turn an investment decision into a safe one, and this page is general information, not legal, tax, or investment advice. An exchange of a real fee for equity deserves independent professional advice before anything is signed, and the documents the client provides, or fails to provide, are the substance of that decision.

Frequently asked questions

My client wants to pay me in equity instead of cash for work I already finished. Should I accept?

Start from the shape of what is being asked. The finished work was priced in cash and the invoice stands due on its original terms; the equity offer is a separate proposal that you exchange that certain debt for an ownership slice the client values, in a company whose shares you usually cannot sell, with no control attached. That exchange is worth considering only if you would honestly invest your own cash in this company, only at a steep margin over the invoice amount to price the risk and the wait, and only after the client produces investor-grade documents: percentage and share class, the valuation and what it rests on, the ownership table, transfer rules, and the company's real cash position. If those documents do not exist, or the offer covers the whole invoice for a small slice at the founder's valuation, decline the exchange in writing, keep the cash debt standing, and offer a dated installment plan if their problem is timing.

Is one percent of the company a good deal for my invoice?

The percentage alone tells you nothing, because a percentage is a share of a number nobody has shown you yet. Work it backwards. Cash value to you equals the percentage multiplied by what the whole company could realistically be sold or valued at, adjusted for the chance that never happens, for the years you would wait, and for the shrinkage from future share issues. A founder's hoped-for valuation is not that number; a recent round where outside investors paid real money is evidence, and current revenue is evidence. Ask what the percentage rests on, and do the cold arithmetic with the answer. Providers who have taken equity for fees will tell you the usual outcome plainly: most slices expire worthless, a few return the fee years late, and the rare winner is the story everyone hears. Price yours as the usual outcome, and let the rare winner be a surprise rather than the plan.

The client says they have no cash at all. Is equity better than nothing?

It can be, but no cash is information before it is a negotiating point. A company with no cash to settle a finished invoice is telling you its position is fragile, which lowers, not raises, what its equity is honestly worth today. If you go forward, go forward as a rescue-priced exchange: a much larger slice than the invoice would buy in a healthy company, documented properly, with the share issue completed on a deadline, and the written agreement stating what happens to the unpaid balance if the shares are never issued. And keep a second door open in parallel: a dated cash plan, even a slow one, from future revenue, because a small certain stream usually beats a large theoretical slice. What no cash never justifies is a signature under time pressure. Urgency is the one part of this offer that is always manufactured.

Should I keep working for them while the equity deal is discussed?

No further work on credit while the finished job is unpaid and its payment is being renegotiated. Every new hour you deliver enlarges the sum being carried by a client who has already shown they cannot settle the last one, and it weakens the clearest sentence you own, which is the amount, the acceptance, and the due date of a finished job. If they need urgent help, sell it the way the situation requires: a small, separately priced stage, paid in cash in advance, with its own delivery and acceptance. That is not cold. It is the ordinary boundary that lets you stay helpful without becoming the company's unpaid lender, and a client acting in good faith about equity will understand that the investment conversation and the work conversation now run on separate tracks.

How do I set up the next deal so an equity swap cannot arrive after the invoice?

State the payment form in the agreement and keep the debt's shape on a record: money, by the named method, on the named terms, with a line that no other form of payment discharges an invoice without a separate written agreement signed before work starts, and each stage delivered and accepted at its cash price as it closes. When the work runs through Zambo, every step carries a verifiable receipt under AER-1, published as IETF Internet-Draft draft-zambo-aer1-26, so the agreed price, the delivery, and the acceptance are fixed in one place before any alternative offer can blur them. New users get 20 calls and 1 wrap-up free every day, and picking up work in another AI is always free. For $0.99, deliver the next job that way and keep its price in money from brief to invoice: get the Day Pass. A Day Pass is unlimited for 24 hours, no subscription. Ongoing use is the Zambo Pass at $29 a month or $290 a year, and $19 a month for $ZAMBO holders, which adds private handover links, your branding, and the approval record as PDF and JSON files.

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