Incorporation

Overview

A company's cap table has to start somewhere. Incorporation is that somewhere: the constitution, and the securities issued at it.

Without it you get an empty position on a company that plainly has owners — the Build Your Cap Table state. Recording the incorporation is what gives the cap table its foundation, and every later event builds on it.

What you'll learn

• Why incorporation is the first decision

• Which documents it needs, and which will not do

• What to check in the extracted result

• Why an error here is worse than an error anywhere else

Before you start

You need the company's founding instruments — in France the statuts constitutifs and the associated filings. These are the documents that say who subscribed for what at formation.

A KBIS is not enough. If you created the company from one, note that it evidences that the company exists, not who subscribed at formation. The incorporation decision needs the constitutional documents.

Steps

1. From the company navigation, open Timeline. It lists the company's events — on a company you have just created there is only one, the incorporation event.

2. Open that event. The event page shows its details and the decisions inside it.

3. Open the incorporation decision.

4. Upload the constitutional documents. The Documents Checklist says what is needed, and analysis will not start without at least one.

5. Analyse. The platform reads the documents and extracts the securities issued at incorporation.

6. Read the result — all imported, partially imported with an error report, or a failure to read.

7. Check the extracted holdings against the documents, and correct anything wrong in the decision.

What it found appears under Securities Issued — the founding cap table.

What to check

Every founding holder is present. A missing subscriber means a cap table that never balances, and the error compounds through every later event.

Quantities and classes match the statuts. These become the base against which all subsequent dilution is measured.

Share capital matches. Count × nominal should equal the capital stated in the constitutional documents.

The date is the constitution date, not the date you recorded it.

Why this one matters most

Everything after incorporation is measured relative to it — every dilution, every percentage, every later position.

An error at incorporation is not a local error. It is an error in every position that follows, and it will not announce itself.

Common problems

Analyse is unavailable. No document uploaded. The checklist says what is needed.

The cap table is still empty after recording. Check the analysis result — a failure to read means nothing was extracted.

Some subscribers are missing. Partially imported. Read the error report, then add the missing transactions in the decision.

You only have the KBIS. Not enough. It proves existence, not subscription.

The company was incorporated decades ago and you have no digital documents. You may have to record the founding holdings by hand in the decision rather than by analysis. That is a legitimate use of transaction editing.

Related

• A6.1 — Events and decisions: the model · the structure this sits in

• A6.3 — Share issuance · the same document-led pattern

• A5.1 — Reading the cap table · the empty state this lesson resolves

• A5.6 — Reconciling and correcting the record · correcting an extracted holding