Glossary

A company acquired to be combined with an existing platform company rather than held on its own.

A buy-and-build strategy repeats add-ons across the life of an investment. Each one brings its own sellers, managers, documents and transactions into the structure, which is why shareholder operations grow faster than the portfolio does.

A phrase you choose, which the platform then includes in every genuine email it sends you.

If the phrase is present, the email really came from the platform. If it is missing, treat the email as suspicious however convincing it looks. For anyone being asked for identity documents or bank details, it is the single most useful control available.

The company set up to acquire the target and to carry the acquisition debt.

In a typical LBO the sponsor's equity and the lenders' debt both arrive in BidCo, which then holds the operating business beneath it. It is one of the several legal entities a single LBO involves, alongside any holding company above it and any ManCo used for the management package.

An investment strategy that grows a company by acquiring others, rather than only by trading better.

A platform company is acquired first, then a succession of add-on acquisitions are combined with it. The operational consequence is repetition: the same shareholder, document, signature and payment work recurs on every deal, and the number of parties involved only goes up.

Who owns what, by share class, at a point in time.

In Kapitable the cap table is derived, never typed: it is the sum of every recorded transaction. Change a transaction and the cap table rebuilds. That is why a wrong cap table is always a wrong transaction somewhere beneath it.

The moment a transaction legally completes — documents signed, money moved, ownership changed.

It is a specific moment in a deal, not a general word for finishing something. In Kapitable the workflow that carries one is a subscription process, and that is the term these lessons use for the operation itself — reserving closing for the deal event it names.

Operationally a closing is several things happening at once for many people: transactions to record, documents to generate, signatures to collect, payments to reconcile.

Shares issued in consideration for something contributed to the company other than a cash payment — an asset, or a receivable owed by the company.

Kapitable records Contribution as one of its four movement types, alongside issue, transfer and free shares. The movement type determines which document template applies and how the cap table moves.

The middle level of Kapitable's three-level model: event → decision → transaction.

A decision sits inside an event and groups transactions of one type — think of it as a single corporate act: this issuance, that transfer. Four types can be created: securities issuance, securities transfer, stock split and reverse stock split. A fifth, incorporation, exists in the record but is not offered on the create screen.

A decision is not fixed once made. It can be moved to another event and its documentation updated.

A payment marked so that signature can proceed without waiting for the funds.

By default a transaction's documents cannot be signed until its payment has been received and verified. Deferring the payment releases that block, so the documents are signed with the money still outstanding. Preparing documents is never blocked either way — only the signature waits.

It is set per transaction, on a toggle labelled Post-signature payment, or from the import column Payment Deferred Post-Signature?. The payments table then carries a Deferred flag and a Deferred payment only filter, which together give you the list of amounts owed against documents that have already been signed.

The reduction in an existing holder's percentage of the capital when new shares are issued to somebody else.

The holding itself does not shrink — the denominator grows. This is what separates an issuance from a transfer: an issuance creates new shares and dilutes everyone who does not subscribe, whereas a transfer moves existing shares between parties and dilutes nobody.

The pattern from which a legal document is generated, with the deal's own data filled in.

Templates are what makes a repeated subscription process tractable: the movement type of each transaction determines which template applies, so a hundred transactions do not mean a hundred hand-drafted documents. What a template produces still has to be reviewed before it is signed.

The unit of a signature request. One envelope means one email to its signers, and one signing session covering everything inside it.

That makes envelope design a real decision rather than a formality. Group a participant's three documents into one envelope and they sign once; put them in three and they receive three requests. Grouping also has a confidentiality consequence, because everyone in an envelope can see everything in it.

The top level of Kapitable's three-level model: event → decision → transaction.

An event groups related legal content — a moment in the company's life. Its incorporation, an initial closing, each successive wave. It carries a label and a date range derived from what it contains, and its content can be updated after the fact.

Shares allotted to a beneficiary without payment, typically as part of a management incentive.

Kapitable records Free Shares as one of its four movement types. Because there is no payment, the payment stage has nothing to collect for these transactions — but documents and signature still apply.

The international bank account number identifying the account a payment goes to or comes from.

Kapitable collects bank details from participants so that payments can be requested and reconciled against the right account. They are sensitive data: the platform asks for them inside the account, never by email, and a genuine request always carries your anti-phishing phrase.

The company's formation — the first entry in its ownership history, establishing the founding shareholders and the initial share capital.

In Kapitable it exists as a decision type but is not offered on the create screen, which fits how it arrives: a company is incorporated once, and that record usually comes with the company rather than being added later.

A KYC check completed within the deal team, without the participant being contacted at all.

It is the alternative when someone genuinely cannot complete a simple check — no smartphone, no recent proof of address, unwilling to use the platform. The trade-off is worth being honest about: the team takes on the data entry and the document gathering that the participant would otherwise have done.

The official extract from the French companies register, evidencing that a company exists and stating its legal identity: name, SIREN, legal form, registered office, share capital and legal representatives.

It is the standard proof of existence for a French company, and Kapitable can read one to create a company or to support a KYC check on a legal entity. A company registered outside France provides its own equivalent registration document instead.

The identity and address verification a shareholder completes before taking part in a transaction — know your customer.

For an individual it covers identity and proof of address. For a company it covers two things: the company itself, through its registration document and legal details, and the legal representative acting for it. Kapitable runs it two ways, as a simple check or an internal check.

A leveraged buyout — the acquisition of a company financed partly by equity from an investor and largely by debt raised against the acquired business.

Structurally an LBO is rarely one company. It normally involves an acquisition vehicle (BidCo), often a holding company above it, and frequently a ManCo for the management package. In Kapitable one project represents one LBO and all of its entities.

The legal type of a company, which determines its governance and how its capital is expressed — SAS, SARL and SA in France, Ltd or BV elsewhere.

Kapitable records it as part of a company's legal identity, taken from the registration document rather than assumed. Where a form falls outside the list offered, it can be entered freely.

The person holding legal authority to act on a company's behalf, and to bind it by signature.

When the shareholder is a company rather than an individual, its KYC check covers both the company and its legal representative as a person. A legal representative can itself be another company — the case where a holding company directs another — and the process allows for it.

The arrangement by which a company's managers hold equity alongside the sponsor, so that they gain from the company's performance.

Its usual shape is that participants hold ordinary shares while the sponsor's money comes in partly as preferred shares, whose return ranks ahead. The management upside therefore depends on outperforming what the preferred is entitled to first — which is the entire point of the structure.

A company through which managers hold their equity, rather than holding shares in the acquisition vehicle directly.

Participants typically hold ordinary shares in a ManCo, which in turn holds a position in the structure above. A single LBO can involve several ManCos, which is why a subscription screen asks which company each transaction belongs to — the right person in the wrong company is plausible and expensive.

The face value attributed to each share. Share count multiplied by nominal value equals the share capital.

It is an accounting and legal quantity rather than a market one: what a share is worth is a different question entirely. A stock split and a reverse stock split both adjust nominal value while leaving the capital unchanged.

Shares carrying the standard economic and voting participation, with no rights ranking ahead of them.

One of the two security types Kapitable records, the other being preferred shares. In a management package participants typically hold ordinary shares, whose value depends on what is left after any preference has been satisfied.

The instrument recording a transfer of registered shares from one party to another — the ODM.

It is the document a French share transfer is evidenced by, and the reason a transfer in the registry can be traced to a signed instrument rather than to somebody's recollection. Kapitable generates it from a document template as part of a transfer.

The top level of Kapitable's structure, normally representing the investor relationship. Projects are created inside it.

Access can be granted at this level: an organisation administrator reaches every project beneath it, which is how a deal team gets portfolio-wide visibility without being added to each LBO one at a time.

Someone invited into a transaction to complete tasks in their own name — a KYC check, bank details, a signature, a payment.

Participants are usually the managers and individual shareholders coming into the capital, as distinct from the deal team running the process. It is the platform's own term, used in preference to manager, because not every participant is a manager.

The list, on a participant's dashboard, of what is currently being asked of them.

Everything a participant has to do arrives here rather than by chasing email: the KYC check, bank details, documents to sign, a payment to make. If nothing is listed, nothing is being waited on from them.

The first company acquired in a build-up, onto which subsequent add-on acquisitions are combined.

It is normally the largest business in the group and the one whose management team leads the consolidation. In an LBO structure it sits beneath the acquisition vehicle, and it is generally the entity whose capital successive waves of managers are invited into.

Shares carrying rights that rank ahead of ordinary — a preferential return, a liquidation preference, or similar.

In an LBO the sponsor's money often comes in partly as preferred, so that its return has priority over the equity where the management upside sits. Kapitable records that a holding is preferred and how much of it there is; the economic terms of the preference live in the subscription agreement and the articles, not in the platform.

The workspace for a single LBO — all of its companies, shareholders, events, documents and processes in one place.

One project is one LBO, not one company: an LBO involves several legal entities, and they belong together because their capital, documents and shareholders are interdependent. Access rights are granted per project, so the same person can hold different roles in different LBOs.

France's registre du commerce et des sociétés — the register in which companies are recorded and from which a KBIS extract is issued.

A company's city of registration refers to the registry office holding its file, and appears among the legal details Kapitable records.

The document listing the people who ultimately own or control a company, as opposed to the entities appearing on its registration document.

It is optional at the point a legal entity completes its KYC check, but frequently requested afterwards by the compliance team — so providing it early avoids a round trip.

A company's official address, as recorded in the companies register.

It is part of the legal identity Kapitable holds for each company and is taken from the registration document. It is not necessarily where the business actually operates.

The chronological record of every movement of shares in a company — who transferred what to whom, when, and on the strength of which document.

Where the cap table answers who owns what now, the registry answers how it got that way. The two are related but distinct: the cap table is a position, the registry a history, and in Kapitable both derive from the same recorded transactions.

Kapitable uses registry rather than register throughout.

Fewer shares, higher nominal value, the same share capital. Nobody's proportion of the company changes.

Kapitable describes a split and a reverse split with the same sentence, so the screen will not tell you which you want. The distinguisher is the share count: a reverse split leaves you with fewer shares.

The French bank account identification document, setting out the account holder, the bank and the IBAN.

It is what a participant is normally asked for when providing bank details. Like any bank data it belongs inside the platform, never in an email.

The instruments representing a stake in a company. Kapitable records two security types, ordinary and preferred.

Securities is used in preference to shares where the point applies to any instrument, which is why the decision types read securities issuance and securities transfer.

The creation and allocation of new shares — new instruments coming into existence, subscribed by whoever takes them up.

Because it increases the total share count, an issuance dilutes every holder who does not subscribe. That is the structural difference from a securities transfer, where existing shares change hands and the total is unchanged.

A change of ownership in shares that already exist, from a seller to a buyer.

The total share count does not move and nobody is diluted — only the holders change. A transfer is evidenced by an ordre de mouvement, and the direction matters: seller and buyer the wrong way round is a plausible and expensive mistake.

The total nominal amount of a company's issued shares — share count multiplied by nominal value.

It is part of a company's legal identity, recorded in the register and stated on its KBIS. Some operations change it and some deliberately do not: an issuance increases it, whereas a stock split leaves it exactly as it was.

A group of shares carrying the same rights. Kapitable records two: ordinary and preferred.

The cap table shows holdings by class rather than one aggregate figure, because the classes mean different things economically. One holder appearing twice is normal — the sponsor holding both ordinary and preferred — not a duplication.

A holder of shares in a company, whether an individual or a legal entity.

The distinction matters throughout Kapitable: an individual and a company are onboarded differently, verified differently, and signed for differently. A shareholder invited to complete tasks in a transaction is a participant.

A person who has to sign a document, identified before the signature request goes out.

Signers are not always the shareholders themselves: a company signs through its legal representative, and some documents need a countersignature from the company. Signers are defined first, then documents are grouped into envelopes for sending.

A KYC check the participant completes themselves, submitting their own documents and details for the deal team to review.

It is the default path: the participant does the data entry, the team does the judging, and nobody maintains a spreadsheet. Where a participant genuinely cannot complete it, the alternative is an internal check.

The nine-digit number identifying a French company as a legal entity. It stays with the company for its whole life.

It is the quickest way to bring a company into Kapitable, which can look up its legal identity from the number. It is exactly nine characters — anything else will be rejected.

The fourteen-digit number identifying a specific establishment of a French company: its nine-digit SIREN followed by a five-digit establishment code.

A company has one SIREN and as many SIRETs as it has sites. Company identity work uses the SIREN; the SIRET is the more granular reference.

The French word for a company as a legal entity, and the term the French interface uses throughout.

Worth knowing because société and entreprise are not interchangeable: an entreprise is a business as an activity, whereas a société is the legal person that holds capital, signs documents and appears in the register. Kapitable is concerned with the latter.

The private equity investor backing an LBO — the party providing the equity, structuring the deal and driving the build-up.

The sponsor's money often comes in partly as preferred shares, ranking ahead of the equity held by management. In Kapitable the investor relationship is normally represented by an organisation, and its capital commitments by funds.

A company's constitutional document — its articles of association, setting out its form, capital, governance and the rights attached to its shares.

They are the authority for anything the platform records about share rights. Where a cap table says a holding is preferred, the statuts and the subscription agreement are what say what that preference is actually worth.

More shares, lower nominal value, the same share capital. Nobody's proportion of the company changes.

It is usually the tidying that lets the next thing be clean: finer allocations for a management package, a round nominal value ahead of an issuance, or aligning classes issued at different nominal values. Expect to find it in the same event as whatever motivated it.

One workflow holding everything a subscription process requires, with its own dashboard: transactions, payments, documents, signers and signatures.

It has five stages — transactions setup, payments, prepare documents, e-signature setup, e-signature — which are deliberately not a rigid sequence. Creating a process contacts nobody: requests go out as part of running it, not as a side effect of setting it up.

A project's history in date order: each event in the companies' lives, and the subscription processes that are running or complete.

It is the view that answers what has happened to this LBO so far, as against the cap table, which answers where that leaves ownership today.

The bottom level of Kapitable's three-level model: event → decision → transaction.

One transaction is one movement of securities between parties, or one creation of them. It carries a movement type — issue, transfer, contribution or free shares — which determines the document template that applies and how the cap table moves.

Everything derived sits on top of these. The cap table and the registry are both sums of transactions, which is why a correction is always made here.

A round in which a group of managers or investors comes into the capital together, typically alongside an add-on acquisition.

A build-up has several waves over its life, each bringing new participants, new documents and new transactions. A single wave often involves more than one kind of corporate act at once — new preferred shares to the sponsor, ordinary shares transferred to incoming participants — which is why one event can contain several decisions.