FREQUENTLY ASKED QUESTIONS

General

One of the things you need to do is set up a stock ledger based on your Certificate of Incorporation, and issue shares of stock. Legally, every Delaware corporation must do so.

Yes, legally, every Delaware corporation needs to issue shares and keep a ledger of share transactions.

If you have not issued shares then, technically, yes.

StockTreasury is a blockchain-secured online share ledger for Delaware corporations that helps small business owners meet the state’s requirement for stock issuances and record keeping with unprecedented ease and security. Essentially, it’s a sophisticated yet simple online platform that allows business owners issue and transfer corporate shares in uncertificated digital book-entry form. This means stockholders have free online access to shares they own, while corporate admins have full control over stockholder and transfer records. A huge benefit with StockTreasury is that every transaction is blockchain secured, turning your ledger into a “single source of truth”. It is a lightweight tool with primary focus on security and simplification for newer and smaller corporations. It is not a cap table with advanced investor and employee compensation instruments. It is not meant to support more complex equity scenarios, such as warrants, option pools, convertible notes and equity grants.

  • Issue shares of stock to yourself
  • Issue shares to new individuals or legal entities
  • Issue new shares to existing stockholders
  • Transfer shares to new or existing stockholders
  • Transfer shares back to corporation (buyback to treasury)
  • Retire shares from corporation (treasury)
  • Confirm all transactions with your digital signature
  • View details about recorded issuances and transfers
  • View and manage stockholder data and communications
  • Download and print stockholder lists and transfer ledgers
  • Sort stockholders, create and download voting lists

Every Delaware corporation is legally required to issue stock to its shareholders and keep proper ownership records. This is what we do. We provide corporations (directors/administrators) a tool to issue shares of stock and keep records of stock transactions. There are separate profiles for corporate administrators and external shareholders, helping build trust and transparency. Shareholders have free access to their records so they can instantly look up their share holdings.

StockTreasury is a sophisticated, yet affordable digital stock ledger platform, designed to simplify issuance and share management for founders and small business owners who register their corporations in the State of Delaware. It is not a full-featured cap table or equity management/modeling service, such as Carta. Most small business owners will never need any of these advanced features, so StockTreasury keeps things simple and costs low. ST’s main value lies in its sophisticated security, immutable records and elegant simplicity. It offers just what’s necessary for small business owners. No more and no less.

StockTreasury is not a cap table, per se. Most small business owners will never need any advanced equity management/modeling features, so StockTreasury keeps things simple and costs low for them. ST’s main value lies in its blockchain-secured records and elegant transaction simplicity. First and foremost, it offers instant secure transactions and safe record keeping – only what’s really necessary for small business owners and people starting out. No extra bloat.

StockTreasury is not a full-featured equity management/modeling service, such as Carta. Most small business owners will never need any of these advanced features, so StockTreasury keeps things simple and costs low for them. ST’s main value lies in its sophisticated security, immutable records and elegant simplicity. It offers instant cryptographically signed share transactions and safe blockchain-secured record keeping – only what’s really necessary for small business owners. No extra bloat.

StockTreasury will grow alongside your company. We will not set any limits on shareholders or transactions and add new features as we grow so StockTreasury is very likely to meet all your future needs. However, our emphasis will always remain on simplicity.

StockTreasury is a young company – its services are currently used by hundreds rather than thousands of companies – however we are rapidly growing.

StockTreasury provides an alternative to stock certificates – it’s a digital book-entry system of non-certificated shares. With StockTreasury, there is no need for certificates. Shareholders have unlimited free access to their stock ownership records, and can download proof online any time. Alternatively, corporate admins can send shareholders ownership evidence in the form of holdings statements.

Unfortunately not. Each country (jurisdiction) has its own and specific statutory scheme and legal roadmap to issue securities. StockTreasury is currently available only for corporations registered in Delaware, United States.

StockTreasury is a secure digital book-entry system of records so it is a ledger. A ledger that records who the stockholders are, how much stock they own, and from whom and to whom shares are transferred. Uncertificated digital shares are technically and legally transferred, as long as the transactions are accompanied by appropriate legal documentation. StockTreasury in and of itself does not make transactions legal, the supporting documentation does. Corporations have to upload supporting evidence, such as corporate resolutions and purchase agreements – the real-world legal basis for each transaction. Every issuance and transfer in StockTreasury is then cryptographically verified via digital signatures and time stamped on Guardtime’s KSI blockchain, which leaves a legally binding digital trace that can be used as evidence of ownership. Founders and shareholders can download and print digital copies of their holdings statements anytime.

Typically, the documentation would include board approval and a fully executed stock purchase agreement. Shares are not validly issued without the approval of the company’s board of directors.

Complete the StockTreasury onboarding via the email signup link and issue shares on the Dashboard or the Stock page. You do need to upload documents to provide evidence of the validity of the transaction.

Our service does not verify stockholder identities independently. StockTreasury provides a secure platform, but just like with traditional ledgers, it is up to a corporation to verify the identity of its stockholders and gather appropriate documentation (e.g. shareholder agreements etc.). Stockholder information is entered by an Admin while issuing stock. Entry of a Tax ID number is voluntary right now as is uploading identity documents by stockholders.

From the perspective of StockTreasury, nationality of a stockholder is irrelevant, as long as the state of Delaware laws are followed. The standard minimum statutory set of information required by Delaware is the name and address of a stockholder. The address does not have to be in the US.

StockTreasury has two different types of access profiles:

  • Admin
  • Stockholder

When stock is issued by an Admin (a party assigned by the corporation to manage its stock – typically one of the directors), new stockholders (could be co-founders or investors) get an email with a signup link. They can then onboard StockTreasury, look up information about their shares, and download their holdings statements. Stockholders can only see information that is relevant to them. Admins have access to all information and can add other admins.

We do not currently have an LLC version, however, it is on our roadmap. Please keep an eye out for it in the future.

You can sign up directly via StockTreasury – Get Started or you can contact us at info@stocktreasury.com and we can help set up your ledger for you. The second option simplifies onboarding considerably and will not cost you extra. Please keep in mind that StockTreasury is currently available only for Delaware corporations. Your corporation can be registered through any Delaware registered agent but we highly encourage you to choose our marketing partner, Harvard Business Services, for all your Delaware agent needs.

StockTreasury costs $199 per year for Corporations. It is completely free for stockholders. This is an all-inclusive annual subscription fee. There is no stockholder or transaction limit and no additional charges or fees.

Yes, if StockTreasury doesn’t fit your expectations for any reason, contact us at info@stocktreasury.com and we will refund your money within 30 days.

We can set you up with a custom demo for 15 days. Please note that the demo version is a product simulator only and will not convert into the live product. Any data entered will be erased at the end of the demo period. Please contact info@stocktreasury.com.

Yes, it is a flat annual fee with no additional charges or fees and no limit on the number of shareholders or transactions.

Harvard Business Services is StockTreasury’s marketing partner in Delaware.

No, the technology is owned and managed by StockTreasury. Harvard Business Services is StockTreasury’s marketing partner in the state of Delaware.

No, for signups and logins, shareholders need access to a fingerprint or facial identification enabled mobile device. This is a part of what makes ST so highly secure.

A corporate resolution is a legal document created by the board of directors of a corporation detailing a binding corporate action. It provides the rules and framework for how the board can act under various circumstances. A corporate resolution’s form and structure can vary.

Yes, absolutely. You can issue and transfer shares via StockTreasury and every transaction that takes place leaves a legally binding digital trace. However, all transactions require uploading documents that legally authorize the transactions. This is what makes shares “officially” exchange hands.

Our service (StockTreasury SaaS) does not verify stockholder identities independently. StockTreasury provides a secure platform, but just like with traditional ledgers, it is up to a corporation to verify the identity of its stockholders and gather appropriate documentation (e.g. shareholder agreements etc.)

Amendments need to be filed with the state authorities. A registered agent like Harvard Business Services can help with that.

Please contact our team at info@stocktreasury.com

StockTreasury does not have an official “partner” or “affiliate” program beyond our marketing partnership with Harvard Business Services. However, we are always open to innovative ideas. Please share your thoughts with us at info@stocktreasury.com.

Stockholders become registered in StockTreasury via transactions, typically by invitation when shares of stock are issued to them by a corporate admin. Onboarding takes place via email link. Currently, there is no way to initiate new holder accounts without conducting stock issuances or transfers first. https://stocktreasury.com/tutorials/How-to-issue-corporate-shares.pdf

Sure, you can use our service in India or most any other country. We have customers all over the world.

Here is a video of StockTreasury’s core feature – issuance of shares: https://www.youtube.com/watch?v=J2aaNllBLRc Please stay tuned for more.

StockTreasury does not support stock certificates. However, printouts of uncertificated shares issued via StockTreasury provide a legal alternative in Delaware and most other states. To download lists as a corporate admin, sign into your StockTreasury account and then go to https://stocktreasury.app/transfers and https://stocktreasury.app/holder-list. For holding statements, click on a name in the stockholder list and then on Download PDF in the lower left corner of the Stockholder Details page.

Yes, StockTreasury is currently set up for Delaware corporations only. However, we will be adapting the platform for other states in the near future. Please stay tuned.

When a company issues shares, it has to get paid for them. How this happens is largely an accounting matter and depends on agreements between the company and the shareholder. If the medium is money, the payment usually arrives in the company’s bank account via bank transfer. The buyer (shareholder) then gets a receipt. The only rule here is that stock cannot be sold for less than par value, which is usually very small.
Generally speaking, the correct practice is to create a board of directors resolution, regardless of how many directors there are. However, for these kinds of matters, we recommend consulting with a competent legal counsel.

StockTreasury does not assist with minutes of board meetings or other corporate documents. All legal documents for stock transactions are the responsibility of the corporation, filled out outside of StockTreasury and then uploaded. There are countless templates available online and, as always, we recommend consulting with a qualified legal counsel.

StockTreasury does not provide assistance with board resolutions or other such corporate paperwork. All legal documents for stock transactions are the responsibility of the corporation, filled outside of StockTreasury and then uploaded. There are countless templates available online and, as always, we recommend consulting with a qualified legal counsel.
StockTreasury does not provide templates for purchase agreements or other documents. All legal forms for stock transactions are selected and filled out outside of StockTreasury. There are hundreds of templates available online. We also recommend consulting with a legal counsel competent in corporate law.
Restrictive legends are a means of identifying “restricted securities“. Their purpose is to protect the issuing company from loosing its private placement exemption for the initial sale of the shares and to notify the investor that the restricted shares cannot be resold into the public securities market without satisfying certain requirements. A restrictive legend is kind of like a contract between the issuing company and the stockholders. Most require an opinion of a qualified counsel, or securities counsel. Restrictions are traditionally pressed into or written on the front or back of a stock certificate. In “Book entry” ledgers such as StockTreasury where no certificates are issued, a notation of restrictions is listed in the stock record and a copy of this is shared with stockholders.
We can set up a custom demo for you for 15 days. Please note that demo versions are for simulation only. You can use fake data, the ledger is not legally binding and will not convert into a real stock ledger. Any data entered will be erased at the end of the demo period. Please contact info@stocktreasury.com.

Product features

You can incorporate a new shareholder by issuing new shares to them. Pressing “ISSUE” on the Dashboard or on the Stock page and choose “Add New Stockholder” on the page that follows.

Corporate admins have the ability to enable or disable stockholder to stockholder (secondary market) transfers, depending on restrictions and conditions the corporate board has decided to place on the stock classes and shares.

Yes, shareholders that have been issued or transferred shares in StockTreasury get an invitation email with an onboarding link. They can then sign up and view a record of their shares.

Shareholders can only see information specific to the shares they have been issued or transferred. Aside from that, they see the name of the company and the authorized person’s contact info. They do not see information about the corporation’s other stock classes or shareholders.
StockTreasury is built around the general rule that corporate admins should have full control over every action that takes place and every bit of information that gets entered into StockTreasury, while shareholders, for the most part, only see what’s relevant to them and the shares they own. In the near future, we intend to add more flexibility, so admins can choose to make more information available to shareholders.
Both types of shares can be imported into StockTreasury as a part of an existing ledger import. Certificated shares are recorded in StockTreasury and can be surrendered by stockholders, effectively converting them into uncertificated shares. New issuances can only be made with uncertificated shares.
There are no stock certificates per se in StockTreasury. StockTreasury eliminates the need for stock certificates by offering a much safer alternative – a secure book-entry system of uncertificated digital shares. To evidence ownership, corporate admins and shareholders with access to StockTreasury can download digital copies of their Holdings statements.
StockTreasury eliminates the need for physical certificates and provides a safer alternative – uncertificated digital shares. To evidence ownership, company’s founders and shareholders can download and print digital copies of their Holdings statements. StockTreasury is a secure book-entry system where every issuance and transfer is cryptographically verified via digital signatures and timestamped on Guardtime’s KSI blockchain.

There are no stock certificates per se in StockTreasury. StockTreasury eliminates the need for stock certificates by offering a much safer alternative – a secure book-entry system of uncertificated digital shares where every issuance and transfer is cryptographically verified via digital signatures and timestamped on the blockchain. To evidence ownership, corporate admins and shareholders with access to StockTreasury can download and print digital copies of their Holdings statements.

Paper certificates offer no real advantages and are being phased out in favor of digital records – just like in other areas such as banking and medicine. Paper can get lost and stolen, digital records stored in the cloud and timestamped on the blockchain cannot.

Nothing can prevent a roque corporate admin from conducting fraudulent transfers if they have the malicious will to do so. We believe this is extremely unlikely to happen, however. If worried, a stockholder can download and print their holdings statements from StockTreasury and keep them in paper form.

We don’t see a real need to protect someone from shares issued to them by a corporation. Owning stock is generally a benefit, just like having money. And like with money, it’s up to you what you do with it. The fact that you have been issued shares, does not mean you have to do anything with them.

A great benefit to users, all transactions made in StockTreasury are immutably recorded. StockTreasury, essentially, is a highly secure and accurate recording tool. However, any transaction conducted in StockTreasury needs to be based on documented decisions made by the corporate board of directors and agreements between the corporation and its shareholders. In case of disputes, transfer records, holdings statements, originally uploaded documents (shareholder agreements and board resolutions) can all serve as supporting evidence in court.

Currently, StockTreasury does not specifically offer support for vesting schedules/cliffs and stock options. It is designed to be a lightweight tool for people with newer and smaller companies – people that first and foremost need a simple tool to issue shares and keep a secure ledger of stock transactions. StockTreasury’s special focus is on data safety, simplicity and high value. However, the system does allow flexible workarounds. For example, one can create issuances with suitable conditions/restrictions in the “Legends” section, supported by appropriate corporate documents. Please consult with your attorney about specific details.

While StockTreasury does not directly support vesting schedules with cliffs, the system does allow flexible workarounds. For example, one can create issuances and include suitable conditions/restrictions in the “Legends” section, as long as these are supported by appropriate corporate documents. Regarding draft agreements, sorry, we do not currently have any samples, but we do intend to make various templates available via the web app as we add features. Keep and eye out for them in the future. For now, please consult with your attorney.

We do not currently have a specific feature for stock options however, as a workaround, you can issue shares with restrictions and list the restrictions/conditions/exemptions within the “Legends” field during issuance.

Yes, absolutely. StockTreasury supports a virtually unlimited number of stock classes. As long as they match what’s listed in your Certificate of Incorporation.

Yes, it’s possible via a feature called Stock Amendments. You do need to list reasons for the amendment and upload appropriate amendment documents (i.e. Certificate of Amendment, Amended Certificate of Incorporation or equivalent).

For advice that is most relevant to your case, it’s always best to consult with your lawyer. However, here is an article you might find useful: What Is the 83(b) Election?

No, StockTreasury does not support fractional shares.

StockTreasury system’s fixed UI parameter is currently set at 1,000,000,000,000. However, this is just to avoid mistakes and keep things reasonable. Technically, there are no limits and StockTreasury can be set to accommodate any number of authorized shares recorded in the State of Delaware system.

For completed issuances there is an option to cancel the whole transaction. The feature is designed to be a way to correct mistakes. The idea being that, if you made a mistake, you can cancel and reissue the shares. To access the feature, log into your admin profile, go to the transfers page, select transaction, press on details and then Cancel issuance in the lower right corner of the Completed Issuance detail page https://stocktreasury.app/transfer/details. Cancellations need to be accompanied by appropriate documentation, as specified by law. Essentially, a document that states the error and presents the correction in the form of a new resolution. Also, it is the corporation’s responsibility to inform stockholders of the canceled transaction. Canceled transaction will appear on the “Transfers” page with a strikethrough. You can now perform a new issuance, making sure correct documents are uploaded. Documents uploaded by corporate admins are not visible to stockholders.

Any updates (increase or decrease) to the number of authorized shares in StockTreasury should only occur after an amended Certificate of Incorporation has been filed with the Delaware Secretary of State’s office. For reference, see: https://www.delawareinc.com/blog/stock-amendments-in-a-delaware-corporation/ Once the filing is complete, sign in to your StockTreasury admin account, go to the Stock page, click on Stock details, and then on Amend Stock Class Details. You will need to upload a copy of the amended Certificate of Incorporation. Please let us know if you don’t see the Amend Stock Class Details text button. In such cases, our team may have to enter the amendment data for you. Contact support@stocktreasury.com

User accounts and login

  • Initiate subscription on our sign up page
  • Complete subscription payment
  • Corporate data entry form opens in your browser
  • Fill in the form with your corporate data
  • Upload your Certificate of Incorporation
  • Our team will set up your ledger and send you an onboarding link via email
  • Follow the link to complete onboarding
  • Verify your stock details and issue stock, when ready
Yes, you can set this up in one of two ways: * During onboarding, use the same credentials for your second (or third, etc.) corporation that you used for your first one. * Alternatively, you can complete onboarding for the second corporation with different credentials and, once onboarded and logged in, add the email you log into your first corporation with as an additional admin email via Settings>User management>Accounts. With both solutions, you should be able to log into both/all accounts with the same email/password combo.

Once you have created an ST account, you can log in with your email address (this is your ST user name) and password via any modern web browser here: StockTreasury | Digital Stock Ledger You also need your mobile device with the PrimeSigner app installed so ST can authenticate your identity. If you lose the log-in URL, you can always go to StockTreasury.com and click the “Log in” button.

Yes, stockholders who are issued or transferred shares, will get an email with a signup link. Once onboarded, they can log in and view or download a record of their shares anytime, anywhere. Stockholders only see information about their own shares – they do not have access to information about other shareholders.

Once onboarded, shareholders will login via the same login page as admins: StockTreasury | Digital Stock Ledger If they forget the link, they can reach the login page via “Log in” in the header on StockTeasury.com

To start a profile for a new shareholder, you need to issue or transfer shares to them. To do this, press “Issue shares” on the Dashboard or Stock page and select “Add new stockholder” or choose “Make new Transfer” on the Transfers page and pick “Add new stockholder”. The shareholder will automatically receive a signup link at the provided email address. Company administrators can resend onboarding links, if necessary.

From the perspective of StockTreasury, nationality of a stockholder is irrelevant, as long as the state of Delaware laws are followed. The standard minimum statutory set of information required by Delaware is the name and address of a stockholder. The address does not have to be in the US.

StockTreasury has two different types of access profiles:
1. Admin
2. Stockholder

When stock is issued by an Admin (a party assigned by the corporation to manage its stock – typically one of the directors), new stockholders (could be co-founders or investors) get an email with a signup link. They can then onboard StockTreasury, look up information about their shares, and download their holdings statements. Stockholders can only see information that is relevant to them. Admins have access to all information and can add other admins.

No. StockTreasury requires a unique email for each user.

After logging in, click on the gear icon in the upper right, then click on “Settings” and go to “Credentials”. Then enter your new email address and click on the ADD EMAIL button. Once you have verified the new email, you can remove the old one.

If you still have the original device, you can download and install PrimeSigner onto a new device via the Google Play or Apple app store, then log into your StockTreasury account with your old PrimeSigner on your original device and enter the new ID Key from the mobile app under Settings>Credentials.
https://stocktreasury.com/tutorials/How-to-reset-StockTreasury-access-if-you-change-mobile-phones.pdf

If you no longer have access to the original phone/device, download and reinstall PrimeSigner onto the new device, and once you have the new ID Key, go to StockTreasury login page https://stocktreasury.app/login and enter your user name and password. On the code page that follows, click on “Cannot access your StockTreasury account”, and complete the Recovery by SMS process.
https://stocktreasury.com/tutorials/How-to-reset-StockTreasury-access-if-you-lose-your-mobile-phone.pdf

If you no longer have access to your old phone number, you will need to contact the StockTreasury team for identity verification. Individual cases vary but generally you’ll need to email us copies of two forms of government issued identification documents (e.g. passport and ID card) and a photo of yourself holding your ID document and a handwritten custom note with text we provide. If you are a corporate administrator, you may need to answer additional questions and provide additional proof (e.g. a copy of your Certificate of incorporation, tax forms etc.) In some cases, video verification may be needed as well.

Log into StockTreasury and click on the gear icon in the upper right and select “Settings”. Then, click on “User Management” in the menu on the left, enter the new admin’s email in the email field and click “Add new”. An email link is sent to the new administrator and they will need to register and onboard StockTreasury via the link.

Yes, up to two account holder email addresses are allowed per user in StockTreasury. To add a second email, log into StockTreasury, click on the gear icon in the upper right and go to “Settings”. Then, click on “Credentials” on the left, enter the second email in the email field and click “Add new email”. A verification link is sent to the provided email address. Open the email and follow the link to complete the verification process.

No. While one person can have two different emails in StockTreasury, the system does not support different people using the same email address.

Yes, you can use the same email for your different companies as long as the user is the same – you. Companies are tied to users and accounts are user-based, meaning one user name is connected to one main user email. StockTreasury does not support using the same email address for different people. Or people sharing an email address.

Yes, the same emails are fine as long they belong to the same people. Just like in real life, a person with one address may own stock in several companies. However, a user’s email is their main system identifier and different people cannot use the same email address.

Go to https://stocktreasury.app/login, then click on “Forgot your password?” For more details, please see “How to reset your password” in our How to Guides https://stocktreasury.com/user-guidance-tutorials

Onboarding

  • ID Key is a unique number assigned to a your phone’s built-in security key for secure communications between the PrimeSigner mobile app and the StockTreasury web app, so the two can work together for safe signups, logins and digital signing of stock transactions. It is what links the mobile app to your web application. The number can be seen by opening the app on your device. Mobile devices’ built-in security key cannot be removed from devices’ secure storage so every fresh PrimeSigner download results in a new ID Key.

Please make sure that the fingerprint reader or facial recognition is enabled in the settings on your mobile device. Sometimes rebooting the device will work too.

StockTreasury uses SMS’s for account verification. A mobile number that is able to receive SMS messages is required for onboarding.

Yes, you can download and install PrimeSigner onto a new device via the Google Play or Apple app store, then log into your StockTreasury account with your old PrimeSigner on your original device and enter the new ID Key under Settings>Credentials.

Yes, as long as it has biometric verification technology such as a fingerprint reader or face identification. Apple iPads and most Android tablets with internet connection and biometric verification technology should work. However, there may be exceptions.

You need to contact your stock corporation’s account administrator and ask them to resend the onboarding link. If you had previously already started onboarding and created an account password, go to the StockTreasury login page https://stocktreasury.app/login, enter your account email address and follow the password reset procedure.
https://stocktreasury.com/tutorials/How-to-reset-your-password.pdf

Unfortunately, you cannot. For the sake of security, StockTreasury only works with the authentication app PrimeSigner and signups require a biometrics capable mobile device with fingerprint or face recognition enabled. Currently, there is no way around this.

The code page is displayed in your mobile browser window. You need to download the PrimeSigner authentication app, open it, make sure the code displayed matches the one in the browser and proceed by pressing the blue button in the app. You will then need to switch back to the browser window. Due to StockTreasury’s top tier security technology, some switching back and forth between the mobile browser and the app is necessary when onboarding or signing in on a mobile device.

The PrimeSigner mobile app is an authentication app and is meant to be used for secure sign-ups and sign-ins only. To use StockTreasury’s main functionality, you need to open a mobile or desktop browser and sign in on the login page: https://stocktreasury.app/login

Issuances and transfers

In StockTreasury, you can start issuances on either the Dashboard or the Stock page. Just click “Issue shares” and select who you want to issues shares to, fill in all stockholder and stock information, upload corporate documents to evidence board decisions that the issuance is based on, and digitally sign the transaction with PrimeSigner.

Each case is different, but required documents usually include evidence of corporate board approval (e.g. Corporate Resolution), usually a result of a board meeting or unanimous written consent of board members, and appropriate agreements between the corporation and shareholder (e.g. Stock Purchase Agreement or Subscription Agreement). In cases where the number of authorized shares is modified, an Amended Certificate of Incorporation is required too. In some of those cases, a majority shareholder approval (from those who hold outstanding shares) may be required as well. Please consult with your corporate attorney for more tailored advice.

Generally speaking, issued shares of stock need to be paid for at the minimum amount that equals the number of shares issued multiplied by the par value of each share. However, a company’s board may set their own conditions/exemptions for when the payments are made. These conditions can be listed within the Legends field when issuing stock in StockTreasury. Do keep in mind though that every stock issuance, no matter how large or small in quantity or value, must comply with state and federal securities laws. To be on the safe side, consult with an attorney.

State and federal securities laws require that a company take certain steps to provide prospective investors full disclosure about the company and the risks of the investment. Where a company is offering only a small amount of stock to a limited number of prospective investors, or where the prospective investors are already involved with the company as officers or directors for example, a company may be able to rely on “exemptions” and not make the otherwise required disclosures. Whether an exemption may be available to a company or not, a document may need to be filed in order for the company to comply with the applicable state or federal securities laws. Our advice would be to consult with an attorney to be sure.
StockTreasury makes it simple to issues shares to yourself. Click on the “Issue shares” button on the Dashboard or the Stock page and select “Add myself as a stockholder” on the following page. Every time you issue shares to yourself, you’ll receive an email from StockTreasury with a registration link. You need to follow the link and complete a short registration process.

If you would like all shares to belong to you, you can just issue all authorized shares to yourself. Click “Issue shares” on the Dashboard or Stock page, then select “Add myself as a stockholder” on the next page and then, in the “Stock” section, for the number of shares to be issued, enter a number that matches the number of Authorized shares for the stock class in your Certificate of Incorporation. Then record the issuance and digitally sign with PrimeSigner.

Yes, you can transfer stock to a family member or any other person or legal entity through new issuances or transfers of existing shares. You do need to upload documentation to evidence corporate board approval and typically also provide a Stock Subscription or Stock Purchase Agreement.

There are no stock certificates, per se, in StockTreasury. StockTreasury eliminates the need for these by offering a much safer alternative – a secure book-entry system of uncertificated digital shares. To evidence ownership, corporate admins and shareholders with access to StockTreasury can download digital copies of their Holdings statements.

In StockTreasury, you can start issuances on either the Dashboard or the Stock page. Just click “Issue shares” and select “Add new stockholder”, fill in all stockholder and stock information, upload corporate documents to evidence board decisions that the issuance is based upon, and digitally sign the transaction with PrimeSigner.

Co-founder shares are technically no different from any other shares, as long as their issuance is approved by the Board of Directors, and all other legal requirements are met. They require uploading documentation just like any other issuance. Typically a Corporate Resolution, a Stock Purchase Agreement or Stock Subscription Agreement, and an Amended Certificate of Incorporation, if stock details were changed for the stock class. Please consult with your corporate attorney for specific advice.

There you should enter the total monetary value of the transaction in US dollars. This number cannot be smaller than the number of shares being issued multiplied by the Par value.

It is the total monetary value of the transaction (in US dollars). At the very least, the number of shares being issued multiplied by the Par value.

StockTreasury does not monitor or require proof of financial transactions associated with stock transfers. Ensuring that funds reach appropriate accounts in a timely manner is a corporation’s own responsibility.

When a corporation issues stock, usually a full cash payment is made by the shareholder. When shares have a par value, they cannot be sold for less than the par value. How and when the “amount paid in cash” is submitted by shareholders and received by the corporation is up to the corporate board of directors to decide. To be fully compliant with the law, we would recommend not issuing shares until the full payment has been received by your corporation. But again, please consult with your corporate attorney for the most appropriate legal advice.

For corporate admins and shareholders, it would be their country of residency.

Corporate admins have access to all contact information entered by shareholders. Shareholders do not see any information about other shareholders.

Yes, the country and all other contact information is editable. Admins can make changes to all shareholder information, while shareholders can change their address and contact information.

Typically, a written Corporate Resolution to issue stock. This requirement comes directly from Delaware corporate law. Other documents, such as purchase agreements between the company and the shareholder may be required too.

Copy of a corporate resolution (issuance) is a document that provides written evidence of a corporate board decision to issue shares of stock.

Harvard Business Services has templates they can provide. In the future, you might find document templates on StockTreasury’s website too.

StockTreasury makes transactions immutable but it does not set the terms for them. The terms are set with board resolutions, stockholder agreements or some other additional document. Board resolutions are definitely valid as long as they are based on board consensus.

Verbal agreements carry very little weight. In court, whoever provides more written evidence usually wins. In StockTreasury, all stock transactions need to be accompanied by uploaded written documentation.

Depending on where in the product UI flow, it may be stock class restrictions established by the corporate board and listed in the Certificate of Incorporation, or transfer restrictions as part of a “legend” that applies to a specific stock issuance/transfer.

Just like they do in traditional ledgers. A digital ledger is a reflection of what happens in a traditional ledger. A board of directors can decide to apply restrictions, conditions and exemptions to stock classes and specific transfers. You can list those in your digital ledger and upload supporting documentation (Certificate of incorporation, board resolutions, purchase agreements etc.)

Yes, absolutely. No share transaction in StockTreasury is final until digitally signed and recorded with PrimeSigner.

During issuances and transfers, shares are transferred as soon as a corporate admin digitally signs the transaction. There is no shareholder approval required for a transaction to be valid. Shareholders get an invitation email and are able to open a free ST account but they don’t have to.

StockTreasury only allows transactions with stock classes that are recorded in your Certificate of Incorporation (corporate charter). If you want to create a new stock class with different rules or make adjustments to voting rights of an existing stock class, you have to file an amendment with the state of Delaware. StockTreasury does support class amendments, as well as adding new stock classes. All such actions require uploading legally filed amendment documentation (e.g. Amended Certificate of Incorporation)

No. StockTreasury does not support fractional shares.

There are no paper shares with ST. ST uses a digital book-entry system of uncertificated shares. Uncertificated digital shares provide a secure and efficient alternative over traditional certificated shares. Each transaction leaves an immutable electronic trail.

When you are issuing shares to yourself, you are technically selling these shares to yourself and making yourself their owner. You should enter the total monetary value of the transaction in US dollars.

Yes, and if the stock has a par value, this number cannot be smaller than the number of shares being issued, multiplied by the par value.

When issuing shares, sufficient authorized or the “number of shares available” as it’s called in ST is the number of total authorized less the number of outstanding (already issued) shares. There, you should put in the number of shares that your board of directors agreed to issue, keeping in mind that the number of authorized shares for each stock class can never exceed the number in your Certificate of Incorporation. If there is ever a need to issue more than the number of currently authorized shares, a Certificate of Amendment or an Amended Certificate of Incorporation needs to be filed with the state.

Voting rights and votes per share are set in your Certificate of Incorporation. These numbers are entered into the StockTreasury system for each stock class during setup and do not change, unless a board decision is made and amendment documents are filed with the state.

In StockTreasury, any new ledger starts with an issuance. An issuance is a transfer of shares from the company to an individual or legal entity. If you haven’t already done so, click on the “Issue shares” button either on the Dashboard or the Stock page and choose which kind of a stockholder you want to issue to. All issuances require the corporation’s board approval and appropriate supporting documentation. If you are a founder and authorized person, you can click on “Add myself as a stockholder” and issue shares to yourself, or you can issue directly from the company to any individual or legal entity. However, if you are wondering about how to transfer shares you have already issued to another individual or legal entity, you can use the Transfers page for this. Just click on “Make new transfer” and enter yourself into the FROM (Transferor) field. All transfers, just like issuances, have to be approved by the board of directors and supported with corporate documentation such as Board resolutions and Purchase agreements.

Voting rights shown in StockTreasury are based on what’s listed for your stock classes in your Certificate of Incorporation and cannot be changed casually. Any changes to stock class details (voting rights, par value, number of authorized shares) have to be based on corporate board resolutions, and backed by supporting state filed evidence, such as Amended Certificate of Incorporation or Certificate of Amendment. StockTeasury does support class amendments, when appropriate.

You can change the price per share in Stock details when issuing or transferring shares. It can be set to be whatever you decide, as long as it is greater than the par value for the stock class in your Certificate of Incorporation.

A corporate resolution is a document you fill in outside of StockTreasury and then upload. It is a prerequisite for all stock transactions. Typically, it involves the board of directors recording a decision in a standardized document. There are lots of templates available online, but as always, we recommend working with a qualified corporate council.

From StockTreasury’s perspective, there is no obligation. It is up to a corporation’s board of directors to decide how and when to receive payments in exchange for issuing shares. The agreed upon terms have to be documented in a corporate resolution, which subsequently gets uploaded into our system. StockTreasury only records real world transactions – it does not legally enforce anything. The only limitation is that a Delaware corporation cannot issue stock under par value.

Voting rights

Voting shares are shares that come with shareholder voting rights, while non-voting shares do not. Shares can have one or more than one vote per share. A corporate board of directors decides on these rules at the time of incorporation and writes them into the Certificate of Incorporation. Your StockTreasury ledger is set up following the rules set by your Certificate of Incorporation. As your company grows, a need may arise to change voting rights for existing stock classes or add new classes/series. StockTreasury makes it easy to do this offering the “Amend stock class” and “Add class of stock” features. However, all changes like these require amendment documents (e.g. Amendment to Certificate of Incorporation or similar) to be filed with the state and uploaded into the ST system.

It can be done but it has to be done by a corporate board resolution and appropriate amendments to your Certificate of Incorporation. Only then can voting rights be changed in StockTreasury.

Every ledger in StockTreasury is set up by our partner Harvard Business Services according to stock class rules listed in your Certificate of Incorporation. Check your StockTreasury ledger to make sure it is showing the same class voting rights as in your Certificate of Incorporation. If there is a discrepancy, please contact Harvard Business Services at jeremy@delawareinc.com or call 1-855-337-4125.

You can list two stock classes in your Certificate of Incorporation, one with voting rights and the other without. And you can issues shares to board members only from the class that has voting rights. But this needs to be done by corporate resolution and listed in your amended Certificate of Incorporation. Any changes you make to stock classes in StockTreasury require appropriate board resolutions and legal documents to be filed with the state of Delaware.

Depends on the situation. Making changes to stock class details is usually done if an error is discovered or the company’s board decides to make a significant strategy change. In case of an error, please contact jeremy@delawareinc.com at Harvard Business Services or call 1-855-337-4125. In case you’d like to make a stock class details change or add a new class/series, please file the appropriate amendment documents with the state of Delaware and then use the “Add class of stock” or the “Amend stock class details” feature in StockTreasury.

You can change it later but it’s not a casual thing. Making changes to voting rights or other stock class details is rare, mostly when an error is discovered or the corporate board decides to make a significant strategy change. Such actions require corporate resolutions and appropriate amendment documents to be filed with the state and uploaded to StockTreasury.

Preferred stock

In order to issue preferred stock, you have to allocate (define) it into smaller batches called series first. Each series can have its own specific set of rules (details). These are determined by the board of directors and written into a corporation’s Certificate of Incorporation either upon incorporation or later by amendments. Each series has a specific number of authorized shares and its own voting rights. To begin the process of issuing preferred stock in StockTreasury, start by pressing DEFINE SERIES within the Authorized Preferred Stock tile on the Dashboard or the Stock page. Then enter the series details based on your Certificate of Incorporation, Certificate of Designation or Amended Certificate of Incorporation and review and record the series via the PrimeSigner app. Now you can issue Preferred stock from within the appropriate series tile just the same way as common stock is issued.

Once Preferred Stock has been defined into series, issuing is similar to Common stock. You just need to press ISSUE SHARES within the appropriate Preferred stock series tile either on the dashboard or the Stock page.

“Assigning” or “defining” series means breaking the Preferred stock class into smaller batches, each with its own independent rules. Typically, this gives a corporation more flexibility in terms of customizing shares for different types of stockholders/investors.

In order to allocate a specific number of shares, you have to define them into series with specific rules first. The series details need to reflect what’s in your Certificate of Incorporation. If your Certificate of Incorporation does not have specific preferred stock series defined initially, you’ll need to file a Certificate of Designation, Amendment to Certificate of Incorporation or a similar document and in it list preferred stock class/series details. Once appropriate documentation has been filed with the state, you can define series in StockTreasury by going to the Dashboard or the Stock page and clicking DEFINE SERIES within the Authorized Preferred Stock tile. Then, enter the number of shares you want to allocate and other series details, upload documentation and review and digitally sign with PrimeSigner. Once a series has been defined, the process for issuance is similar to common stock.

Once appropriate documentation has been filed with the state, you can define series in StockTreasury by going to the Dashboard or the Stock page and clicking DEFINE SERIES within the Authorized Preferred Stock tile. Then, enter the number of shares you want to allocate and other series details, upload documentation, review and digitally sign with PrimeSigner. Once a series has been defined, the process for issuance is similar to common stock.

You cannot directly convert common stock to preferred stock in StockTreasury. You’ll have to create a new class, Preferred stock, and define it into series. For that, you’ll have to create appropriate board resolutions and file amendment documentation with the state. After that you can you define series of preferred stock and issue shares from the series using StockTreasury.

Any increase or decrease to the number of authorized shares should only occur after an amended Certificate of Incorporation has been filed with the Delaware Secretary of State’s office. Please see: https://www.delawareinc.com/blog/stock-amendments-in-a-delaware-corporation/ Once the filing is complete, sign in to your StockTreasury admin account, go to the Stock page and within the Authorized Preferred Stock tile, click on Stock details, and then on Amend Stock Class Details. You will need to upload a copy of the amended Certificate of Incorporation. In some cases, our team may have to enter the amendment data for you. Let us know if you don’t see the Amend Stock Class Details text button. Once the number of authorized shares has been updated in our system, you can start issuing shares. Please contact support@stocktreasury.com with any questions.

First, you need to file an Amended Certificate of Incorporation or Certificate of Designation with the Delaware Secretary of State’s office. Then, depending on which type of account you have, you can either define preferred stock series in the StockTreasury web app yourself or our team will do it for you. If you don’t see the Define Series button on your online dashboard, please contact support@stocktreasury.com.

Treasury

Treasury stock is usually a corporation’s previously issued shares of common stock that have been purchased from the stockholders, but the corporation has not retired the shares. The number of shares of treasury stock (or treasury shares) is the difference between the number of shares issued and the number of shares outstanding. Treasury stock carries no voting rights. These shares can then either be held for resale or retired. Generally speaking, retirement of shares results in them resuming the status of shares that are authorized for issuance but not issued.

Treasury shares cannot be issued using the standard StockTreasury issuance flow. However, they can be transferred from the treasury to a new stockholder using the “Make new transfer“ option on the Transfers page.

Treasury stock is usually a corporation’s previously issued shares of common stock that have been purchased from the stockholders, but the corporation has not retired the shares. The number of shares of treasury stock (or treasury shares) is the difference between the number of shares issued and the number of shares outstanding. Under the law of some states, including Delaware and New York, a company that repurchases its own shares has two main options: (1) hold them as treasury shares (i.e., shares that have been authorized and issued but generally are not considered outstanding), or (2) retire the re-purchased shares (some states, such as New York, use the term “cancellation” to express a concept similar to that of “retirement” under Delaware law) Outstanding is what is in the hands of the stockholders. Issued = outstanding + treasury Treasury stock is issued stock, but not outstanding.

Customer support

For questions regarding your StockTreasury order or account, please email us at info@stocktreasury.com. For technical issues, please contact us at support@stocktreasury.com or via our support chatbot.

Our support number is +1 302 956 9555. Calling this number is toll-free via WhatsApp.

Troubleshooting

The most likely solution is to clear Google Play store app data and restart the app. Please follow these instructions: https://www.samsung.com/au/support/mobile-devices/delete-application-data/

If PrimeSigner is not available in your country, it means there are some geo-restrictions associated with it in the app store. In most cases these can be removed. Our technical support team will be happy to look into your particular situation. Please email support@stocktreasury.com or contact us via the support chatbot.

SMS deliveries depend on local carriers and can take some time. However, if no message arrives even after a considerable delay, please contact support@stocktreasury.com. Our technical team will be happy to look into your particular case.

There are multiple reasons you could be seeing this message. If the accompanying URL says “…error& code=invalid_token”, it could be caused by trying to follow an expired email link or by trying to access an already existing (but possibly incomplete) account. Please check if you have already used that email address for another StockTreasury ledger.

If you phone gets lost you will have to set up PrimeSigner on another phone or mobile device. Download and install PrimeSigner onto the new device and look up the new ID Key in the app. Once you have the new ID Key, go to StockTreasury login page https://stocktreasury.app/login and enter your user name and password. On the code page that follows, click on “Cannot access your StockTreasury account”, and complete the Recovery by SMS process.
https://stocktreasury.com/tutorials/How-to-reset-StockTreasury-access-if-you-lose-your-mobile-phone.pdf

Go to StockTreasury login page https://stocktreasury.app/login and click on “Forgot Your Password?” and follow the password recovery process. You will need to enter your birth date.

Every issuance in StockTreasury is final. Documents originally uploaded with issuances cannot be deleted or edited. However, StockTreasury does have a transaction cancellation feature. This option is meant to help correct errors that may have occurred during issuance or transfer data entry. The feature can also be used to correct uploaded issuance/transfer document errors. To do so, cancel the already completed transaction and create a new one. You can initiate the change by going to the “Transfers” page and clicking on “Details” on the line that corresponds to the completed issuance with the faulty documents. Click “Cancel Issuance” on the following “Completed Issuance” page. The cancelled transaction will appear on the “Transfers” page with a strikethrough. You can now perform a new issuance, making sure correct documents are uploaded. Documents uploaded by corporate admins are not visible to stockholders.

You will need to check your email inbox. Every time you issue shares to yourself, you’ll receive an email from StockTreasury with a registration link. You’ll need to follow the link and complete a short registration process. After this, the new shares will be listed in your account.

You need to contact your stock corporation’s account administrator and ask them to resend the onboarding link. If you had previously already started onboarding and created an account password, go to the StockTreasury login page https://stocktreasury.app/login, enter your account email address and follow the password reset procedure. https://stocktreasury.com/tutorials/How-to-reset-your-password.pdf

You need to download and reinstall the PrimeSigner app from the App Store https://tinyurl.com/primesignerios or Google Play https://tinyurl.com/primesignerandroid. Then update your PrimeSigner ID Key via account recovery. Please see: https://stocktreasury.com/tutorials/How-to-reset-StockTreasury-access-if-you-lose-your-mobile-phone.pdf

If you get this message, PrimeSigner may not be enabled for downloads in your country. Please let us know at support@stocktreasury.com. In most cases, we can manually add the country.

Did you recently change your mobile device? StockTreasury logins require a unique ID Key from the PrimeSigner app. If you changed phones, your ID Key in the web app needs to be updated. Download and reinstall PrimeSigner on your new device and look up your new ID Key. Then enter it via Account recovery. You can do this by entering your user name and password on the login page (in your browser), then clicking “Cannot access your StockTreasury account?” on the code page that follows. Please see: https://stocktreasury.com/user-guidance-tutorials/

Please follow the instructions in “How to reset access if you lose your mobile phone” in our How-to-guides: https://stocktreasury.com/user-guidance-tutorials/

Try going to https://stocktreasury.app/login, enter your account email address and follow the password reset procedure: https://stocktreasury.com/tutorials/How-to-reset-your-password.pdf If this doesn’t work, contact your corporation’s ledger administrator and ask them to send you a new onboarding link. If unable to, please contact support@stocktreasury.com.

Cryptocurrencies

The short answer is yes. If P2P (stockholder to stockholder) share transfers are enabled by corporate administrator, optional Delivery versus payment (DVP) transactions can be used, with ether (ETH) instead of traditional fiat currency as the form of payment. DVP is a securities industry settlement method that guarantees the transfer of securities only happens after a payment has been made. DVP helps provide increased security and confidence for both the buyer and seller.

When a share transfer is initiated by seller (transferor), they have the option to request payment in crypto, instead of traditional money. If they do, the buyer (transferee) gets an email notification with a sign in/sign up link to StockTreasury and can make the payment via the Ethereum network. Once the funds (in ETH) have moved from the crypto wallet of the buyer to the wallet of the seller, the transaction is confirmed and the shares belong to the buyer. Both buyer and seller are required to have Metamask crypto wallets (a free download). Please note that this feature is currently only available for stockholder to stockholder (and not corporation to stockholder) share transfers.