Cap Table & Changelog

Why Cap Table

The cap table module allows for easy securities management and provides investors and other stakeholders with an up-to-date picture of the company’s ownership structure.

Understanding the elements

The ownership pie chart

The pie chart displays the five most significant shareholders based on the number of outstanding shares divided by the total outstanding shares, including all share types/classes.

pie_chart_information_box

The information box

The information box provides a current snapshot of some of the central aspects of the ownership structure. Admins can edit the information box by using the triple-dot button in the top right corner of the box.

  • Total shares are the count of all outstanding shares in the company, incl. All share types/classes.
  • Est. share value displays an estimate of the value per share. Admins can set a new assessment by clicking “edit” from the triple dot-button. To se when the est. share value was updated, users can hover over the information icon.
  • Share types display the names of the registered share types/classes. Admins can edit share types by clicking the triple dot-button in the top-right corner of the information box.
  • Share capital is based upon the registered nominal value for one share multiplied by outstanding shares. The share capital is computed automatically with every new share issue. You cannot edit the share capital directly, please contact support@ownersroom.com if you have questions regarding the share capital.

Cap table

The cap table displays the firm’s security holders and includes both stockholders and holders of other securities such as options, warrants, and convertibles.

Admins can issue new securities or register transactions by using the green action button or the triple-dots in the top right corner of the box.

  • Investor is the legal entity that owns the securities. The investor can be either a company or a person. Admins can edit the investor’s contact details using the pencil icon next to the investor’s name. To see detailed information, click on the name of an investor.
  • Email is the email address which the admin has registered with the security holder. The email column is visible for admins only. Please check out our article on emails to get more information.
  • Shares display the total number of shares currently held by a shareholder.
    When a new issue or transaction is registered, the number of shares and securities is updated automatically. Click on a security holder to see more information. The security counts can only change by registration of new issues or transactions. Admins should contact support@ownersroom.com if this data is incorrect.
  • Ownership displays the security holders percentage of the total number of shares in the company.
  • Warrants display the number of warrants currently registered with the security holder.
  • Options display the number of options currently registered with the security holder.
  • Convertible loan displays the total outstanding convertible loan currently registered with the security holder. Admins should contact support@ownersroom.com to register conversions or deletion of convertible loans.

cap_table

Common tasks

Issue shares / securities:

  1. Click the green action button in the bottom right corner of the cap table page, and then click “Issue new securities”.
  2. Choose whether it is a person or a company that is receiving the new issuance of securities.
  3. Add contact details, the app will automatically look for the same name among already registered security holders. Ensure that you add the correct organization number and enter the country. The app will check to make sure that the number matches the formula for org.-numbers used within the registered country (only for some countries).
  4. Click ‘next’ and select the security, e.g., “shares,” and then the sub-type, e.g., “Common.” If you need to register a new security type before continuing, please see how to register a security type further down this article.
  5. Add the share price (optional)
  6. Add the date of the new issue. This way, we keep track of the historical development of the ownership structure. We recommend using the official registration date.
  7. Select manual or auto share numbering. We are happy to keep track of the share numbers for you. Regardless, you can always enter the share numbers yourself if you need to decide on a specific block of shares.
  8. Hit “Finish” or “add another securityholder” if you want to add another issuance right away.

Issue_securities

There is currently no way to bulk-register financing rounds with multiple stakeholders simultaneously within the app itself. Please send us an email and we’ll be happy to help you out.

Register a secondhand transaction:

  1. Click the green action button in the bottom-right corner of the cap table page and choose “transaction.”
  2. Select the seller from the dropdown menu.
  3. Add the buyer from the dropdown (if the buyer is already registered with securities) or add a new security holder by clicking “add new” at the bottom of the dropdown (see how to register a new security holder further down).
  4. Select the security (e.g., shares) and security type (e.g., common shares) and the number.
  5. Add the purchase price (optional) and the date, as is reflected in the signed transaction documents (mandatory).
  6. Hit “finish”. The transaction is now registered and can be found in the changelog.

Transaction

Register a new share / security type:

If you want to issue a security, you first need to register the new security type. Security types can be used to distinguish between share classes (e.g., A shares & B shares) or different types of warrants (e.g., seed-round warrants, series-B warrants), options, or convertible loans.

  1. Click the triple-dot button in the top right corner of the information box in the cap table module, and then “Edit cap table”.
  2. Add a new share class / type by clicking the small green “add more share types” button (below the input fields) and enter a name for the security, e.g., employee options. The name of the security will be visible to all members.
  3. Click “save”. You will find the security in the dropdown menu when issuing new securities.

Edit_cap_table

Edit an existing securityholder’s contact details:

All admins can edit the contact details of a security holder. Note that this will not change user data, only the data in the cap table.

  1. Find the securityholder that you want to edit in the cap table.
  2. Click the name to see details, and then click the pencil icon next to the security holder’s name.
  3. Edit the information.
  4. Click “Save”. The contact details are now updated.

Invite a registered securityholder:

Please check out “Invite new member(s)” under “Common tasks” on the members page.

Reset cap table:

Admins can reset the cap table with the red button called ‘reset cap table’ at the bottom of the edit cap table menu. This can be useful if you have entered incorrect data and want to start over. Note that we can support Customers on the Medium and Small-plan with fixing the cap table. Resetting the cap table will delete all the existing cap table data. Therefore, we advise you to export the cap table before you delete it. When resetting the cap table, the system will keep the information about the investors (name, email, bank account, etc.) so that you can reuse this information when starting over.

Edit / add an estimated share value:

As an admin, you can add an estimation of the current share value of the company, like this:

  1. Click the triple-dot button in the top right corner of the information box in the Cap Table module, and then “edit cap table”.
  2. Enter a share value (per share) in the “est. Share value”-input field. If you leave it empty, it will show as “-”.
  3. Click “save”. Note that users who hover over the number will see the date of the last change of the number.

Export cap table:

Admins can export the cap table to excel via the triple-dot button in the top right corner of the cap table. We automatically generate a link to the file, which we send to the administrator’s email address. Click the download link in the email to get the export. The download link will become inactive after 30 days.

The changelog

The changelog displays a list of all registered changes to the cap table and reflects all capital events reported in the application. You cannot edit the changelog.

changelog

  • Date displays the date that was chosen by the admin when the capital event was registered.
  • Activity is the type of event registered. The event’ shares imported' reflects the start-off point for the historical development as registered in the app.
  • From is the seller in a transaction, or issuer in a new issue of securities.
  • To is the entity on the receiving end of a new issue or transaction.
  • Security type shows which security type is affected by the event.
  • Total display the number of securities which is affected by the event.

If this article did not answer your questions, or you have any feedback, please get in touch at support@ownersroom.com