Cap Table & Changelog

Why Cap Table

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

Understanding the elements

The ownership pie chart

Displays the five biggest shareholders based on the number of a shareholder’s outstanding shares divided by the total outstanding shares (all share types/classes included).

pie_chart_information_box

The information box

The information box provides a current snap shot of some core aspects of the ownership structure. Admins can edit the information here using the triple dot-button in the top right corner of the box.

  • Total shares is 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, as decided by the administrators. Admins can set a new estimate by clicking “edit” from the triple dot-button. Users can hover over the information-icon to see the date when this was last updated.
  • Share types displays the names of the registered share types/classes for that company. Admins edit share types via the triple dot-button in the top-right corner of the information box.
  • Share capital is based on the registered nominal value for one share, which is multiplied with the number of outstanding shares. The share capital is computed automatically with every new share issue. It cannot be edited directly, please contact support@ownersroom.com if you have questions regarding the share capital.

Cap table

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

Admins can update the cap table by issuing new securities or register transactions, using the green action-button or the triple-dots in the top right corner of the box.

  • Investor is the legal entity which owns the securities as registered by the admin. This can be either a company or a person. Admins can edit the investors contact details using the pencil-icon next to the name of the investor. Users can click on the name of an investor to open a dialog with more detailed information.
  • Email is the email address which the admin have registered with the securityholder. In many countries it is mandatory for companies to keep the digital address of their shareholders. The email-column is visible for admins only. Please check out our article on emails to get more information regarding the use of emails on OwnersRoom.
  • Shares displays the total number of shares currently held by a shareholder.
    The number of shares and other securities is updated automatically after a new issue or transaction has been registered. All users can click on a securityholder to get 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 securityholders percentage of the total number of registered shares in the company.
  • Warrants displays the number of warrants currently registered with the securityholder.
  • Options displays the number of options currently registered with the securityholder.
  • Convertible loan displays the total oustanding convertible loan currently registered with the securityholder. 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 register-page, and then click “Issue securities”.
  2. Choose whether it is a person or a company that you want to issue securities to.
  3. Add contact details, the app will automatically look for the same name among already registered securityholders. PS! Make sure that you add the correct organization number and enter the correct country as the app will do a 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 will be used to keep track of the historical development of the ownership in the company as found in the change log. We recommend using the official registration date (may depend from country to country).
  7. Select manual or auto share numbering. We are happy to keep track of the share numbers for you, but if you for any reason need to decide a specific block of shares you can always enter the share numbers yourself.
  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 a financing round with multiple stakeholders at the same time, within the app itself, but 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 register-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 securityholder by clicking “add new” at the bottom of the dropdown (see how to register a new securityholder 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 change log.

Transaction

Register a new share / security type:

If your company want to issue a security not yet registered, you first need to register a new security. 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 Register module, and then “edit register”.
  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 now be able to find this security in the dropdown menu when issuing new securities.

Edit_cap_table

Edit an existing securityholder’s contact details:

All admins & the superadmin can edit the contact details of a securityholder. Note that this will not change any user-data, only the data in the cap table within that specific investor portal.

  1. Find the securityholder that you want to edit in the register.
  2. Click on the name to open the detailed pop up, and then click the pencil-icon next to the securityholder’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 & SuperAdmins can reset the cap table with the red ‘reset cap table’-button at the bottom of the edit cap table menu. This can be useful if you have entered some wrong 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, we therefore advice to first do a cap table export. 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 register”.
  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. The changelog cannot be edited, but is a reflection of all capital events registered in the application.

changelog

  • Date displays the date as was chosen by the admin when the capital event was registered.
  • Activity is the type of event that was 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 displays 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