The key thing to understand when maintaining a Share Register is that the register is really made up of several separate lists:
To be fully legally compliant you really need to keep seperate track of all of these sets of information. The Snowball Effect Share Register Excel Templates contains separate tabs which cover each of the different types of records.
This sheet is a record of all the share issues, transfers, and cancellations. Each transaction has a shareholder making the transaction and a counterparty. The counterparty is the other side of the transaction, so when someone sells their shares the counterparty is the buyer. For new share issues and share cancellations the counterparty is the company.
This sheet is the record of the identity of anyone who has been a shareholder in the last seven years. The register needs to contain their legal name and current address. For an online registry, where the investors have consented to receive electronic communications, then the shareholder list should also contain their email addresses. It’s not a legal requirement to have every investors’ email address in the register but a lot of share registry services (such as Snowball Effect) require that shareholders have an email address to receive electronic communications.
Most share registry templates jumble up the shareholder list with the transactions. But that means that you have to repeat the full shareholder contact details on every line and it can be confusing if a shareholder changes their contact details.
Keep in mind that a trust cannot be entered on a share register so if the Jones family trust owns shares it needs to be recorded as “Jane Jones and Jim Jones”. Companies and trust don’t have residential addresses so you can use their official address for service of legal documents (this usually has to be a physical address).
The share registry must contain a record of any restrictions on the transfer of shares. The full details of any restrictions are likely to be contained in the company’s Constitution or the relevant Shareholders Agreement but a summary in the register should note whether or not there are any transfer restrictions. It’s also good to record which share classes have voting rights so that you can use the register to organise shareholder votes.
For private companies that have raised multiple rounds of external investment, it can be helpful to organise the register by the various funding rounds. The legal share register is not required to include funding rounds, but it’s a useful option for some companies.
Using this standard format for your share register will make it easier to file updates with the Companies Office and if you ever transition to using an online registry like Snowball Effect then your data will be in a clean format.
A few other tips for setting up, maintaining, and eventually transferring a share register to a dedicated online registry service:
You can contact Andrew Morris from Snowball Effect for more advice on how to use this template and how to transition your share register to an online managed share registry.
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