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.
On this page
The essentials. The class says what rights a share has. The numbering says which share it is. Both are recorded in Sttok and appear in the register of registered shares, in the list and on each shareholder's profile.
What a class is#
Many companies have a single type of share, ordinary shares. Others issue different classes, often in each funding round: preferred shares that are paid first in a sale, non-voting shares, shares with a period during which they cannot be sold. What defines each class is set out in the articles of association; Sttok records it.
The company's classes are in the "Shareholders" group of the menu, under "Share Classes". The table shows, for each one:
| Column | What it says |
|---|---|
| Class | The name of the class. |
| Nominal Value | The nominal value of each share. |
| Number of shares | How many shares of that class exist today. |
| Share numbering | From which number to which number its shares run. |
| Votes per Share | How many votes each share gives. |
| Numbering | Where numbering starts: following on from another class or "From 1". |
What is recorded for a class#
When you click "Add class", the form asks for:
| Field | What it means |
|---|---|
| "Name" | What the class is called, for example "Series A". |
| "Nominal Value" | The nominal value of each share in the class. Decimals are allowed: some nominal values are very small. |
| "Start numbering from" | Where the new shares of this class start being numbered. |
| "Number of votes per share of this class" | Normally one. Zero, if the class does not vote. |
| "Conversion rate" | How many ordinary shares would be given for each share of this class if it were converted. |
| Class rights | Three checkboxes: "Right of conversion to ordinary shares", "Liquidation preference right" and "Anti-dilution right". With none ticked, the class is ordinary. |
| "Lock-up period" | The date until which the shares cannot be transferred. Left blank if there is no restriction. |
Creating a class does not create shares. The shares of a class are created by an operation, usually a capital increase.
Numbering#
Each share has a number. In the register of registered shares it is not enough to know that someone holds 5,100 shares: you need to know which ones, for example from no. 1 to no. 5,100. This is what appears in the deeds and what is checked when someone sells.
- Each operation that issues shares creates a range: from share X to share Y. A class can have several ranges, one for each capital increase that issued it.
- Each shareholder holds one or more ranges. Their profile and the expanded row in the list show, class by class, from which number to which number their shares run.
- When selling, specific ranges are transferred. That is why a share transfer in Sttok states which numbering passes from one shareholder to another.
How shares are numbered depends on the company. In some, there is a single numbering for all classes: share number 5,101 is unique across the whole company, whatever its class. In others, each class has its own numbering and starts at 1. Sttok records the one your company uses, which is the one stated in its deeds.
Changing the numbering or the class#
The numbering and class of shares already issued are not edited by hand: they change through an operation. A renumbering numbers the shares again, a split divides them and a reclassification moves them from one class to another. We explain this in Split, renumbering and reclassification.
Frequently asked questions#
Does a non-voting class count towards the share capital?
Yes. Its shares are part of the share capital and count in their holder's % ND. What they do not do is vote at the general meeting, so each person's percentage of votes may differ from their percentage of share capital.
Why does the nominal value have three decimals?
Because many companies set small nominal values, such as €0.001 per share. Rounded to two decimals it would show as zero, and no share can have a nominal value of zero.
Where can I see which class a shareholder's shares belong to?
On their profile, in the detail of their shares, and in their row of the shareholder list, which expands by class. In the register of registered shares, each class is a column.
Related
- 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.
- The shareholder list The shareholder list shows who holds shares in the company, how many and what percentage they represent, undiluted and diluted. From there you open each shareholder's profile, and a new one is added with "Add Operation" › "New Shareholder".
- Register a share capital increase A capital increase is registered from "Add Operation" › "Capital increase". In the first step you enter the date, the "New shares" approved by the resolution and the deed details; in the second, each subscriber with their shares, their class and their premium, and at the end "Save capital increase". With "Capital increase AI", Sttok reads the deed and proposes the details to you.
- 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.