How to create super-voting shares
Ledgy allows you to create a share class with a nominal value different from other share classes. That, in turn, allows for creating super-voting shares.
Nominal value per share class
Step 1: Create a new share class
First, create a new share class with a proportionally lower nominal value in comparison to the other share classes with voting rights.
For example, my Preferred shares have a nominal value of 1 EUR, and now I create a new share class called "Super voting shares", with a nominal value of 0.01 EUR.
In terms of Share capital, these two now work in the ratio of 1:100. Meaning, to represent 1 EUR worth of share capital, I have either 1 Preferred share or 100 Super voting shares. Because voting rights are attached to the number of shares and not share capital, the ratio is now 1:100 in favour of the Super Voting share class holder.
Step 2: Issue new shares to the Super voting class shareholder
Option A)
The Super voting stakeholder already owns shares, and they need to be converted to super-voting shares.
Go to Ownership > Transactions > "Add Transaction" and select "Class conversion"
In Class conversion, select the Stakeholder and convert the amount of "old" shares to a corresponding amount of Super voting shares. Here it's important to keep in mind that because of the ratio of 1:100, the stakeholder will need to be issued extra shares on top of the conversion.
In Ownership > Transactions > "Add Transaction" and click on "Issue shares"
Make sure to select the right share class and issue the number necessary to match the total voting rights needed. E.g. Bill has 1 Preferred share, and he will convert it to Super voting. If we were just to convert 1 to the new class, he would still only have 1 vote. Thus, we need to issue 99 more Super voting shares to him (due to the 1:100 ratio).
Option B)
The Super voting stakeholder does not own any shares yet.
Go to Ownership > Transactions > "Add transaction" and click on "Issue shares"
Issue the number of shares directly to the stakeholder and pay attention to the share class.
Ensure the number of issued shares is in the proper ratio to the other share classes it's being compared to. E. g. A 1:100 ratio of Preferred to Super voting shares would mean that for every 1 Preferred share, the stakeholder should receive 100 Super voting shares.
Step 3: Check the Cap table
You added new complexity to the cap table. However, the share capital will still match because of the conversion factor for Super voting shares.
Go to Ownership > Cap table and customize the table.
Click on the Cogwheel (Edit view) button and add the following to the visible columns:
Voting %
Voting shares
Diluted share capital
Share capital
Check that the voting shares have changed in favour of the Super voting stakeholder and that, at the same time, the share capital remained the same.
How to create an employee pool with a ratio of grants to shares (1:100, 1:1000...)
Ledgy allows you to create a share class, with a nominal value different from other share classes. That, in turn, allows for creating a pool with a ratio to other share classes.
Nominal value per share class
Step 1: Create a new share class
First, create a new share class with a proportionally lower nominal value in comparison to the other share classes.
For example, my Preferred shares have a nominal value 1 EUR and now I create a new share class called "ESOP shares", with nominal value 0.01 EUR.
In terms of Share capital, these two now work in the ratio 1:100. Meaning, to represent 1 EUR worth of share capital, I have either 1 Preferred share or 100 ESOP shares.
Step 2: Create a new Pool
Go to Equity plans > Pools & Plans and click Add Pool
Create the pool and make sure to select the newly created share class
Start granting from that pool. What you're granting is now in the 1:100 ratio with the other shares.
Step 3: Check the Cap table
You added new complexity to the cap table. However, the share capital will still match because of the 1:100 conversion.
Go to Ownership > Cap table and customize the table.
Click on the Cogwheel (Edit view) button and add the following to the visible columns:
Diluted shares
Issued shares
Diluted %
Check that the ESOP shares now have high numbers but that, at the same time, the diluted percentage remains correct.
If you have any questions or specific requirements, please email [email protected].