AngeBlog by Basil Peters

Share Register and Projected Capital Structure

Legal Requirements

Every company is required by law to maintain a complete and current share register.

In British Columbia, the new BC Corporations Act requires every company to have a Central Securities Register which must set out all shares issued by a company, the name and last known address of each shareholder and the number, class and series of any shares owned by that shareholder. The full act is online here.

Share Registers Should Be Electronic

Today, there is no question that the share register can be an electronic file as long as it meets the other legal requirements in your jurisdiction. Share certificates can also be electronic. This is obviously the case because public companies do not maintain paper based share records any longer.

It is also generally the case, in modern jurisdictions, that all required communications with shareholders can now be done by e-mail. The laws in this area are still evolving in some places. To be safe, companies should include in their subscription agreements a check box for the investor to agree that all communications can be by e-mail.

It's less clear whether this means that a company can maintain a share register containing only the name and e-mail address of the shareholder. Some Corporations Acts specify "address" which is still generally thought to mean the street address. To be safe, companies should include both in their share registers, even if they plan to use e-mail exclusively for shareholder communications.

Projected Capital Structure

The projected capital structure is also an important part of a company's financial projections. The example share register below shows how to project a capital structure to incorporate several rounds of equity investment.

Example Share Register and Capital Structure Projection

This link is an example share register and projected capital structure in Excel, which you are encouraged to use for your company, is available at this link. (If you click this link, the Excel file will probably open in your browser. You can also right click on the link and download the file to your computer.)

This sample combines both the legal requirements of the current share structure and the pages to project the future capital structure after a few financings. Its most efficient to keep these in one file.