Split, renumbering and reclassification
These are the three operations that reorganize the share capital without anyone buying or selling: the split changes the number of shares by setting a new nominal value, the renumbering changes their numbers and the reclassification moves them to another class. They're registered from "Add Operation", and in all three you choose in the second step whether Sttok does it automatically or you specify it.
On this page
The key point. In all three, each shareholder keeps the same stake in the company they had. What changes is how their shares are counted or named: how many there are, what numbers they carry or which class they belong to.
Which one you need#
| Operation | What changes | Example |
|---|---|---|
| Split | The nominal value of the shares and, with it, how many there are | The nominal value goes from €1 to €0.10: each share becomes 10 |
| Renumbering | The numbers of the shares | They're reordered so the numbering is consecutive again |
| Reclassification | The class of specific shares | Some preferred shares become ordinary shares |
The split can also go the other way: if you raise the nominal value, several shares are grouped into one, for example ten of €0.10 into one of €1. In both directions the share capital doesn't change: there are more or fewer shares, but they add up to the same.
How to register them#
- Open the form. In Transactions, go to "Transactions List", click "Add Operation" and choose "Split", "Renumbering" or "Reclassification".
- Fill in the document. The "Date", the deed in "Add document (optional)", "Comments" and the notary details: "Notary Name", "Protocol Number", "Notary Town" and "Deed Date". Click "Next".
- Enter the change. In the second step, "How do you want to allocate the new shares?" and what each operation asks for, which we describe below.
- Click "Save Operation". Before that, check that the total number of shares is the one in the deed and that nobody gains or loses percentage.
Split
In "How do you want to allocate the new shares?" you choose one of three:
- "Automatic (by Sttok)": Sttok allocates the new shares among everyone.
- "Manual by Shareholders": you specify the new shares of each shareholder.
- "Manual by Ranges and Classes": you specify the new shares of each numbering range and each class.
The split is set with the "New nominal value per share", not with a ratio. Above the field you see the current nominal value and how many shares there are, and below, the resulting "New Nominal Value" and "New No. of Shares".
Renumbering
In "How do you want to allocate the new shares?" you choose "Automatic (by Sttok)" or "Manual". With the automatic option, Sttok renumbers the whole company when you save, class by class:
- Each class is numbered consecutively from 1, keeping the order the shares had.
- Consecutive ranges of the same shareholder are merged into one.
- Each class ends up with clean numbering and no gaps.
Before saving you see a summary with the classes, the shareholders and the shares affected.
Reclassification
In "How do you want to allocate the new shares?" you choose "Manual by Classes" or "Manual by Shareholders". Then:
- In "Select the share class you want to filter by" you choose the source class.
- If it moves as a whole, use "Reclassify the whole class". If not, in the ranges table you enter the destination class and the range that changes, with "From no." and "to no.".
- Click "Save movement" to take the change to the list ("MOVEMENTS") and repeat for each range. At the end, "Save Operation".
What the record of each one shows#
- Split: each shareholder with their shares before and after, in the columns "Previous shares" and "New shares".
- Renumbering: each shareholder with their class, the new numbering ("From" and "To") and the "Total shares". If they hold shares of several classes, their row expands into one per class.
- Reclassification: each shareholder with their shares before and after the change of class.
Watch out for encumbrances. A pledge or a usufruct registered on some shares refers to their numbering. If you renumber, that encumbrance may end up referring to numbers that no longer exist: review the encumbrances of each shareholder affected after registering the renumbering.
What happens next#
- The operation appears in the Operations list. A renumbering doesn't move shares, so it has no number of shares or amount.
- The register of registered shares shows the shares with their new quantity, numbering or class.
- The shareholders' percentages don't change.
Frequently asked questions#
What happens if a shareholder doesn't end up with a whole number in the split?
These are fractions: odd shares that don't reach the ratio. How they're resolved, by buying them, selling them or rounding, is decided by the resolution of the general meeting. If the automatic allocation doesn't reflect it, use one of the manual ones and register what the deed says.
When is it a good idea to renumber?
After operations that leave gaps in the numbering, such as a reduction that cancels shares in the middle. Consecutive numbering is easier to check against the deeds.
Does a reclassification change the votes?
It can. If the destination class carries different voting or economic rights, those shares acquire them from the date of the operation. The share figures don't change.
Related
- Share classes and numbering A class groups the shares that carry the same rights: how many votes they give, their nominal value and whether they have preferences or restrictions. Each share also carries a number, and knowing which numbers belong to whom is what makes it possible to transfer specific shares.
- The register of registered shares Sttok's register of registered shares is the complete record of who holds shares in the company, of which class and in what percentage. It is not edited: it builds itself from the recorded operations, and it can be read in several views, from the summary by class to the history of each operation.
- Register an operation: what each type asks for Every operation is registered from "Add Operation", on the Operations screen. The first step is almost the same for all types: the date, the document, the comments and the notary details. What changes is the second, because each type does something different to the share capital: create or cancel shares, change their owner, distribute money, reorganize them or exchange them for shares in another company.
- Correct a registered operation For a registered operation you can edit its date, the comments and the notary details, with "Edit" on its record. What defines it, such as the parties, the shares and the numbering, can't be edited. If the mistake is in the last operation, "Undo operation" undoes it and you register it again; if not, it's corrected with another operation.