A shareholder register is an overview that shows who the shareholders of a company are at any given time.
What about Fully Diluted Cap Table and why is it crucial for you to understand this term? And what about the shareholder register - is it necessary for all companies? And what does it actually entail? The questions can quickly pile up here.
Have you ever wondered who has access to the shareholder register and what it should include? More importantly, what do investors expect to find in the shareholder register before investing in your company?
You're not alone, this can be confusing. Luckily for you, in this article we'll take a closer look at what a shareholder register formally is, what fully diluted ownership is and what you should look for when considering a digital solution for this. We uncover what's important to know and why it's important to understand what fully diluted ownership is like for your business.
First, let's talk about the shareholder register. Once you have established your own company, the Limited Liability Companies Act requires you to have a shareholder register - this must be kept in a secure manner and can be kept electronically. This book gives you a full overview of who owns shares in your company. This includes important details such as name, address, digital address and date of birth or company number. It also tells you how many shares each shareholder has. Does your company have multiple share classes? Then this should also be specified. This information is important for you as an owner, general manager or board member, and it gives you clarity and control over the ownership of your company. (Read more about the requirements in the Limited Liability Companies Act)
Access to the shareholder register is not limited to a few. In principle, everyone has the right to access the Norwegian companies' shareholder register, except for the shareholder's digital address, which remains private.
But there is one important detail that we need to look into: Can a shareholder exercise all their rights before the shares are registered in the shareholder register? Generally, they cannot. The shareholder register must be updated, and the shareholder's rights can only be exercised when the acquisition is registered. This is information that affects you and your rights as a shareholder.
And by the way, investors are curious about this too. Before they choose to invest in your company, they want to know how many shares are in circulation and how they are distributed among founders, employees, investors, and others. This affects the value of your business and its attractiveness to investors. This is where fully diluted ownership comes in.
But what does a digital shareholder register mean for you? We know that many companies still store their shareholder register in Word documents or Excel sheets. If you have multiple owners or different ownership rights, you will need a more robust shareholder register solution. What should such a solution actually contain?
An overview of current shareholders is one thing. But Fully Diluted Captable is more than just an overview of shareholders. It also provides insight into any share rights that affect future ownership, such as convertible instruments and various share incentive schemes for employees, such as options. If all holders of such rights choose to exercise them, the number of shares in the company may increase and your ownership share will change in line with the distribution of new shares. An overview of future share rights is therefore important in order to understand how shareholders' ownership share may develop over time.
In order to display a fully diluted shareholder book, the system should have functionality for administering share incentive schemes, which are typical for employees and possibly the board. It should also have coverage for registering different investment instruments and rights different investors may have, such as convertible loans.
With these modules in place, you have a complete digital overview of ownership, including legal provisions that affect the distribution of ownership over time based on various parameters. This puts management and the board in a good position to make important decisions related to ownership in the company.
Another beneficial element of a complete shareholder register is the ability to have a complete transaction log of historical share transactions. It is all the better if all these transactions are both logged and linked to relevant documentation (underlying agreements) in a document register. Useful in, for example, a due diligence process or in dialog with accountants and auditors in connection with reporting.
This leads us to the importance of effective access management to provide the right level of insight to different stakeholders. Whether it's lawyers, new investors, the board, accountants, auditors, employees and existing owners. This provides a good opportunity to have a "common truth" for everyone, avoiding the circulation of different Word or Excel files that quickly become outdated, are incomplete and have a high risk of individual errors that can lead to major discrepancies for licensees.
Overall, this leads to more efficient work with the shareholder register and time saved for the CEO and CFO.
In addition to the advantages listed above, it can also be mentioned that there is a negative cost of not keeping an ongoing and good overview. If share transactions and other agreements have been carried out without updating a complete shareholder register, it can take time and be costly to get lawyers, auditors or others to clean up the shareholder register to create a complete shareholder register. In advance of share issues, you need to have a proper overview of shareholders and agreements. With good order, it is easier to work purposefully and efficiently with a new share issue.
Managing ownership is complex. It involves many demanding processes and difficult terminology is used. As a result, this is often outsourced to third parties, often lawyers. This quickly results in high costs. There are also different regulations from country to country that affect, for example, different solutions, tax and reporting. A system should therefore have sufficient press support and explanations of these concepts, as well as being adapted to local legislation. Then business leaders can easily take control of this themselves in an efficient and safe way.
Unlisted is a Norwegian company that offers a practical solution that supports all of these elements, giving business leaders full control - simply and efficiently. It shows fully diluted ownership and the percentage distribution of different ownership groups. This gives business leaders the clarity and overview that makes it easier to make decisions
Read more here:https://www.unlisted.ai/eierskapsportalen
Today, there are no public registers that have real-time updating of the shareholder register. . Once a year, companies must report their share register to the tax authorities. The company reports who the owners are and what transactions have been carried out in the previous year. The register is potentially out of date the day after it is reported. It is therefore both worthwhile and legally required to keep a good overview of this in a separate system.
An overview of ownership in Norwegian companies is important information. This has received extra focus in the media throughout 2023, due to incidents involving politicians and questions about impartiality. Brønnøysundregistrene is now working on a solution that makes it easier for you to report and share information about the shareholder register in real time, which relies on digital solutions like the one Unlisted offers. Unlisted is participating in the project with Brønnøysundregistrene, and will thus be ready with integration to the new register as soon as it is launched.
It is a legal requirement to maintain a continuously updated shareholder register and report on various events at different times.
In order to have a full overview to make good decisions and simplify administration and reporting, a system should be able to offer more than just an overview of shareholders. It should be able to support everything that needs to be reported to different parties. It should therefore also support the display of a fully diluted shareholder book.
A fully diluted shareholder book gives you insight into future share distribution and how your shareholding may change over time based on all issued share rights.
These two elements together form the basis for a good overview of the current situation and various future scenarios.
Do you want an overview and control of ownership in your company? If you're still not sure how to proceed, we're here to help.
