There are two different methods to add a share class:
Adding a share class from the Share Classes page:
Go to your company and click on the Ownership tab on the left side menu
Click on the Share classes page
Select Add share class in the top right corner
In the window that pops up, you can then select the different parameters that go with the share class. These are:
Click the toggle (turn it green) if the share class has a voting right. This means stakeholders who own shares within this class can weigh in on decisions about the company's future. Once activated, you need to add a voting weight in the new field opening below:
Here is an example to understand how it works. If the voting weight of share class “A” is 1 and the voting weight of share class B is 2, then, with the same number of shares, stakeholders having share class B will have twice the votes of stakeholders having share class A. You can see the number of votes (issued shares x voting weight) per stakeholder in the cap table. Votes are integers and will be rounded down if needed. You can see the votes in total numbers and in percentages.
Click the toggle (green) if the share class has a dividend right. This means stakeholders who own shares within this class can receive income distributions through dividend payments if these are declared for a certain period.
Dictates the payout order and amount in the exit event. It usually serves as a way to protect investors, especially in the case where exit valuation is lower than expected.
Seniority: Owners of shares with the highest seniority are paid first - the higher the number you input in this field, the higher the seniority, and the earlier the stakeholders with this share class get paid out in the exit. For example, if you have 4 share classes, the one with Seniority = 4 is the one that gets paid out first.
Multiple: defines the multiple of the investment that is paid out as a liquidation preference. For example, if the investment was 1 million and the multiple is 2, the amount that needs to be paid out to these investors is 2 million.
Participating: determines if this share class also gets a (pro-rata) share of the proceeds that common shareholders receive. For example, if the investor owns 50% of the company, and the proceeds allow for common shareholders to also receive a payout, the investor with a participating liquidation preference would receive 50% of what is paid out to common shareholders.
Cap: is linked to a participating share class and indicates that the stock will participate in the proceeds until a certain cap of this factor times the investment is reached. When the cap is reached, a higher payout can only be achieved by converting to shares without a liquidation preference. For example, if the investor owns 50% of the company with an investment of 1 million, has a participating liquidation preference with a 2x cap, and proceeds allow for common shareholders to receive a payout, the investor with a participation liquidation preference would receive 50% of what is paid out to common shareholders but the total amount that can be paid out to them is capped at 2 million (2 times their investment amount).
Interest: determines the amount of interest accrued, yearly non-compounding.
Days per year: determines how the non-compounding yearly interest is calculated - on the basis of 360 or 365 days per year.
Conversion ratio: a multiplier that increases the number of shares a stakeholder will receive when converting to common shares during a liquidity event. This effectively increases the ownership of preferred shareholders. A ratio greater than 1.0 will increase the number of fully-diluted shares shown in the cap table.
This provision can protect investors from their investment potentially losing value (especially in the event of a down-round), as well as influence the voting rights and control of the company (this is usually tied to the amount and type of shares owned by a given shareholder). The most common types of anti-dilution provisions are full-ratchet and weighted average (broad or narrow), and these influence the way the conversion price from preferred to common stock is adjusted.
Full ratchet: with this provision, investors get to retain almost the same percentage of the company as before the down-round, because here, the conversion price equals the down-round's conversion price.
Weighted average (broad or narrow): acts as compensation rather than recuperating early investor losses (like full-ratchet), the formula (for both broad and narrow) takes into account the number and price of the new shares issued in a down-round.
The value at which the share class should be taxed. In certain situations, one can agree on a different tax value per share versus the share's nominal value. For example, if you would have 1000 shares with a nominal value of €1 each but a tax value of €0.1 each, then the total value to be taxed would be 1000x0.1 = €100.
The hurdle share price is the level above which the beneficial owner of a share with that share class will have full economic rights to the company shares in question.
For example, the company is currently valued at €1 per share, and you want to issue shares to an employee. The hurdle share price carries a small premium to reflect the expectancy value of the shares - so in this instance, it could be set at €1.20.
The hurdle share price is the hurdle the recipient must overcome for their shares to carry value, as any value above their hurdle is theirs to keep.
How to create and grant hurdle share, please read this article.
Custom nominal value per share:
Adding one share class when creating a single transaction
Create a transaction
Write a name of a new share class in the Share Class field and press Enter
The Share Class is created
Edit a share class
Click on the Ownership tab
Click on the Share Classes page
Go to the share class you would like to edit and click on the three-dot menu on the right
Select Edit and fill in the parameters in the window
Enabling deferred shares
Adding deferred shares will create a share class that will be excluded from the diluted share capital. This means that deferred shares will not dilute your cap table.
To enable deferred shares
Click on the Ownership tab
Click on the Share Classes page
Click on the "Add deferred shares" button
Deferred shares can't be used as a pool underlying share class
Only one deferred share class can be created per account