Meaning
Authoritative records of security ownership define the distribution of equity among founders and investors. Updates to the cap table ledger require verification against signed purchase agreements and board consents. Such logs track the issuance and cancellation of shares from the point of incorporation.
Ownership Record
The ownership record documents every share certificate number and the date of issuance to a specific holder. It maintains the chronological history of how stock was allocated during each financing round. Accuracy in this record prevents disputes during a sale of the company.
Update Mechanism
Administrative steps for changing the file include board approval and the collection of legal signatures from the parties involved in the transaction. When a cap table ledger is modified, the secretary of the corporation must ensure the total number of shares does not exceed the authorized limit set in the charter. This verification process involves checking previous filings and existing stock options to confirm that the company has enough room for the new issuance.
Failure to follow this protocol results in invalid securities that cannot be traded or sold.
Transfer Limit
Secondary sales of equity frequently face restrictions listed in the bylaws or shareholder agreements. The cap table ledger acts as the gatekeeper for these transactions by requiring the board to approve any change in ownership. Unauthorized transfers are not recognized by the corporation.