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.
Creating Super Voting Shares
To create super voting shares:
Create a new share class with a much lower nominal value than your existing voting shares.
Example:
Your Preferred shares have a nominal value of 1 EUR
Create Super voting shares with a nominal value of 0.01 EUR (100× lower)
This creates a 1:100 ratio in terms of share capital (1 EUR of share capital = either 1 Preferred share OR 100 Super voting shares). Since voting rights typically follow the number of shares, not share capital, the holder of Super voting shares gains 100× more voting power per euro invested.
Step 2: Issue new shares to the Super voting class shareholder
Scenario 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).
Scenario 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 Columns button on the right side of the table 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 (eg. 1 common share = 100 VSOP)
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.
Click here to learn more about conversion ratios.