28 May 2020

Guide to the shareholder’s register

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Do you not yet have a shareholder’s register, or do you want to check whether your shareholder’s register is maintained in accordance with the current standards and legal requirements? In our article you find a free and automated shareholder’s register to download.

  • Michèle Landtwing Leupi

    Legal Partner

  • Andreas Rudolf

    Legal Partner
Do you not yet have a shareholder’s register, or do you want to check whether your shareholder’s register is maintained in accordance with the current standards and legal requirements? Here, you find a free and automated shareholder’s register to download.

Just perform the following steps:

1. Download the MME shareholder’s register template. This is an automated share-holder’s register. Please be aware that this document contains embedded links. If you delete them, your shareholder’s register will not be created automatically. You might want to save a copy of the document to be able to reproduce the linkage within the different sheets. The shareholder’s register can of course be filled in manually.

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2. The Excel file contains three Excel sheets:

  • Cap Table
  • Aktienbuch
  • Shareholders’ Register

 

3. Open the first sheet «Cap Table» and replace the red marked text with the details of your company and your shareholders.

 

4. The columns with blue marked titles must be filled in manually as follows:

  • Column B, Owner of the shares: first name, surname and address of your shareholders.
  • Column C, Number of shares: Enter the number of shares held by the respective shareholder. The share numbers will be calculated automatically according to the number of shares. If the shares of your company are already numbered, list the shareholders in ascending order. Alternatively, you can overwrite the stock numbers manually.
  • Column G, Nominal value per share: By entering the nominal value, Excel automatically calculates the respective share capital of the shareholder (see column F).
  • Column I, Payment amount rounded: If the payment amount is rounded, insert it manually in column I.
  • Column L, Premium rounded: If the premium is rounded, insert it manually in column K.
  • Column M, Issue price: In column L, add the issue price, so that Excel automatically calculates the payment amount (column H) and the premium (column J).
  • Column N, Acquisition by: In column M, add the legal transaction by which the shareholder acquired the shares (e.g. foundation, capital increase or transfer) and the date of this legal transaction.
  • Column O, This column calculates how much of the share capital a share-holder owns based on the number of shares. As soon as this percentage reaches or exceeds 25 percent, the excel cell automatically turns green. In this case, the shareholder must submit a FATF-notification.
  • Column P, The template for an FATF-notification is provided in the next column. Please note that FATF-notifications must also be submitted if share-holders who, for example, have entered into a shareholder's agreement together reach or exceed the 25 percent threshold.

Fill in this information for all your shareholders (one line per shareholder).

 

5. After you have completely filled out the cap table, open the second or third Excel sheet, depending on whether you want to create the shareholder’s register in German or English (sheet 2 = German / sheet 3 = English).

  • When you open the shareholder’s register, the data from the cap table should already have been transferred (company, UID, address, registered office, share capital, number of shares and the nominal value of the shares). If this is not the case, you have deleted the link and the data must be added manually.
  • The linkage is only established for the first three shareholders. If you have more than three shareholders, click on the linked field in the already linked line and drag the lower right corner down to the following fields (see picture on the right). You can repeat this in each column to transfer the linkage to the lower rows.
  • The text marked in red in the columns K, L, M and N must be completed manually.
  • Whether the shareholder should have submitted an FATF-notification and whether this has actually been submitted has to be noted in column O. If no FATF-notification has been received although a reporting notification exists, this must also be noted in column O (notification obligation not fulfilled).
  • You can delete the empty lines or leave them for future shareholders.
  • If your share register is complete, add a date to it, print it out and have the board of directors sign it.

6. If you have any questions regarding the proper maintenance of your shareholder’s register, please do not hesitate to contact us. We would be happy to advise you or check your shareholder’s register so that you can protect your company from a lack of organization and avoid possible criminal sanctions.

 
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