Keeping a cap table: rounds, dilution and the share register
Keep track of shareholders, issues, options and convertible loans and work through financing rounds. The module does not fully replace the statutory register of art. 2:194 DCC.
The short answer
A cap table is the overview of who holds which shares, options and convertible rights in a company, and how that changes after a financing round. The cap table module of Jaarrekening.io keeps that overview and works through rounds, dilution and an exit waterfall. The statutory shareholder register requires more data than the module records; which data, you can read below.
What the shareholder register must contain
Legal framework (Dutch Civil Code): art. 2:194 DCCart. 2:85 DCCart. 2:196 DCC
The board of a BV keeps a register with the names and addresses of all shareholders, the date on which they acquired the shares, the date of acknowledgement or service, the type or designation of the shares and the amount paid up on each share. Usufructuaries, pledgees and holders of depositary receipts with meeting rights are also in it (art. 2:194 DCC). For the NV a comparable rule applies to registered shares (art. 2:85 DCC).
The register is kept up to date regularly. Shareholders, usufructuaries and pledgees receive, on request, an extract free of charge about their own right, and the register is available for their inspection at the company's office. The KVK points out that the register may be kept digitally, as long as it is accurate, complete and up to date (KVK, shareholder register).
What the module does and does not record
The module says so itself: the register overview is intended to support the register that the board keeps; the formal register remains the responsibility of the board or the notary. So use the export as a working document alongside the official register.
| Data from art. 2:194 DCC | In the module |
|---|---|
| Name of the shareholder | Yes |
| Address of the shareholder | No, there is no address field |
| Date of acquisition | Yes, as the date of the transaction |
| Date of acknowledgement or service | No |
| Type or designation of the shares | Yes, ordinary and preferred shares |
| Amount paid up on each share | No; but the issue price and the nominal value per share |
| Usufruct, pledge, depositary receipt holders | No |
What the cap table module does
Shareholders and types of shares
Shareholders with their role, and per type of shares the ranking, liquidation preference and the number of votes per share.
Transactions
Incorporation, issue, transfer, cancellation and conversion, each with date, numbers, price and nominal value.
Options and convertible loans
Option pools with grants, monthly vesting, cliff and leaver provisions; convertible loans and SAFEs with interest, cap, discount and maturity date.
Overview at a reference date
Interest per shareholder, fully diluted interest and votes, at any chosen date.
Working through rounds
One or more rounds in sequence with pre-money, a new type with preference, expansion of the option pool and conversion of loans, with dilution and an exit waterfall. The register itself does not change in the process.
Export
An Excel file with the worksheets Shareholder register and Cap table; per scenario a pro-forma cap table as CSV and a term sheet as a text file.
What the module does not do
- No complete register under art. 2:194 DCC: addresses, acknowledgement or service, payments and limited rights are missing (see the table).
- No notarial deed. For the issue and transfer of shares in a BV a notarial deed is required (art. 2:196 DCC); the module only records the outcome.
- No PDF export and no continuous numbering of shares.
- In the exit waterfall, claims under option schemes are not distributed.
- The cap table does not feed the annual accounts: you fill in the issued capital and the share premium in the balance sheet in the annual accounts yourself.
Availability in the app
Add-on, not yet in the menu. This module is built and is taken per workspace as a separate subscription, but is currently not in the app menu: the product focus is on annual accounts, bookkeeping, taxes and payroll. If you want to use the module, please contact us or e-mail info@jaarrekening.io. Current module prices are on the pricing page.
Frequently asked questions
Is a shareholder register mandatory?
Yes. The board of every BV keeps a register under art. 2:194 DCC, with, among other things, the names and addresses of the shareholders, dates of acquisition and acknowledgement or service, the type of shares and the amount paid up.
Does the cap table module replace the shareholder register?
No. The module supports the register but does not record all statutory data, such as addresses, acknowledgement or service and limited rights. The formal register remains the responsibility of the board or the notary.
Can I work through a financing round without changing the register?
Yes. Rounds are scenarios: you see dilution and an exit waterfall, without the recorded transactions changing.
Can I record options and convertible loans?
Yes. Option pools with vesting, cliff and leaver provisions, and convertible loans and SAFEs with interest, cap and discount.
May a shareholder register be digital?
According to the KVK it may, as long as it is accurate, complete and up to date.
Read more
Shareholders and rounds in one overview
Your first set of annual accounts is free, for every size class. Create an account and prepare the annual accounts of your Dutch company under Title 9 of Book 2 of the Dutch Civil Code.
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