What we keep

Four records.

Not four features. Four records that a transfer agent has been required to keep since 1977, kept now, before we are examined against them.

17 CFR 240.17Ad-6(a)(8)

The master securityholder file

The list of who owns the company. For each holder: legal name, address, tax identification, the positions they hold, the certificate numbers, any restrictive legend, any lock-up, and the date each of those became true.

What you see

A holder list you can pull at any date, and a page per holder showing every position they have ever held and how each one arrived.

What an examiner asks for

“Show me the file as at a date, and show me how this holder came to own this position.”

17 CFR 240.17Ad-10

The journal and the control book

The journal is the running record of every issuance, transfer and cancellation, in order, each one tied to the written instruction that authorised it. The control book is the count: authorised, issued, outstanding, treasury, by class.

What you see

A dated entry for every change, with the instruction attached, and a control total that has to agree with the sum of the positions before anything is accepted.

What an examiner asks for

“Reconcile the outstanding count to the sum of the positions, and show me the instruction behind entry J-0193.”

17 CFR 240.17Ad-7(f)

The audit trail

Every posting carries a hash of the posting before it. Changing an old entry breaks every hash after it, so a silent edit is not possible — only a visible one.

What you see

A verification result on every report, and the chain head, which is written where we cannot reach it.

What an examiner asks for

“Verify the chain from the opening balance to today, and prove the head has not moved.”

17 CFR 240.17Ad-11

Record differences

A difference is any position where two records of the same thing do not agree — the book against the chain, the book against the issuer's own count, the book against a custodian. Differences are opened, aged and valued.

What you see

An open list with the date each difference was first seen, its size, and what is being done about it. Nothing is closed by adjusting the book to match.

What an examiner asks for

“What is open, how old is the oldest, and what did you do about the ones you closed?”

What we do not keep.

No option plan administration, no 409A valuations, no data room, no scenario modelling, no waterfall. Those are useful and other people sell them. Adding them would make us software again, and the value of a registrar is that it does one thing and can be held to it.

If you need an equity plan administered, keep the tool you have for that. The register still belongs somewhere accountable.

See it against your own numbers.

Send your cap tableYou get the exception list either way