The registry: tracing a transaction to its signed document

Overview

If the cap table is the balance, the registry is the statement: every movement, in order, with its documents.

Because the cap table is derived from those movements, the registry is where any question about why a figure is what it is gets answered — including the question an adviser or auditor actually asks, which is not "what is the cap table" but "show me the instrument behind this line".

What you'll learn

• How the registry differs from the cap table

• The five-step trace from a name to a signed document

• What to check when you get there

• What a missing document does and does not mean

Before you start

Both views live on the Company Ownership page. You will need to know which company the holding sits in — a participant holds in a ManCo, not in the BidCo.

Steps

1. In the project navigation, open Companies and select the company. Open Cap Table, then the Registry view.

2. Search for the shareholder whose holding you are investigating.

3. Open the transaction — the specific movement.

4. Open its details, which carry the related files.

5. Open the file — the signed document that evidences that movement.

Five steps from a name to the paper.

What you should find

The document should correspond to the movement: the right parties, the right quantity, the right security type, the right date.

If it does not, the discrepancy is real and worth pursuing. A document and a register that disagree is a genuine problem rather than a display issue.

One refinement worth understanding

The registry is a maintained reconstruction, not an immutable log. Transactions can be updated, added or removed — but only within the decision they came from, and that exists as the correction mechanism for recorded history.

So the strength of the registry is not that nothing can change. It is that every movement stays connected to the document that evidences it. Correcting towards the source document is the discipline that keeps that true.

Common problems

No document attached to a movement. Expected for historical events recorded manually — there may never have been a digital document. Not expected for a movement created by a closed subscription process, where the signed document should be attached automatically.

The document does not match the movement. Stop and investigate. Do not correct either side without understanding which is right; the source legal document is authoritative.

You cannot find the shareholder in the registry. Check you are in the right company.

Related

• A5.1 — Reading the cap table · the balance, as against the statement

• A5.6 — Reconciling and correcting the record · what to do when the document and the register disagree

• A5.4 — The timeline · the same chain, entered from the history end

• A8.14 — Subscription process: finishing and verifying · what attaches signed documents in the first place