Enter transactions for up to three types of ownership for each business entity on the ‘Company Profile’.
Opening the Enter Transactions Form
Open the ‘Owner Register’ from the ‘Navigation’ toolbar on the left side of the webpage.
Under ‘Forms’ on the ‘Owner Register’ press the ‘Create Transaction’ button (see below).
The Create Transaction form will open.
Creating a Transaction
Transactions for up to three types of ownership can be tracked for each company. Use the option buttons at the top right of the form to select a type of ownership for the transaction that is to be recorded (see below). The names, and other information, for each type of ownership can be modified using the ‘Titles For Ownership’ option in the ‘Tools’ menu.
Create Transaction - Seller Side: There are four seller options: ‘Initial Offer’, ‘Individual Owners’, ‘Group Owners’, and ‘Tracked Companies’ (see below).
An initial offer occurs when the selected company sells/trades its ownership to individuals, groups, and/or tracked companies. The names of ‘Individual Owners’ come from the ‘People Profile’. The names of ‘Group Owners’ originate on the ‘Group Owners’ form. The names of ‘Tracked Companies’ come from the ‘Company Profile’.
In the very first transaction ‘Initial Offer’ is the only option available. There are no names in the three pull-down lists below the option buttons because that have been no transactions and thus, no owners have been identified.
In subsequent transactions, once an initial offer is entered, for example to Abraham Schmidt (see item 1 below), the ‘Individual Owners’ option button can be selected, and the name ‘Abraham Schmidt’ can be selected as the seller from the pull-down list. If an initial offer was recorded for a group or a company, the ‘Group Owner’ or the ‘Tracked Companies’ option can be selected, and the name of the group or company owner can be selected from the matching pull-down list.
When an owner’s name is selected (see item 1 above), active certificates issued to the owner are listed in the seller grid (see item 2 above). To trade/sell ownership, check mark the certificate(s) to be traded/sold (see item 3 above). After certificate(s) are marked, the total number of shares or units for the marked certificate(s) is displayed in ‘Total Shares’ and ‘Remaining Shares’ (see item 4 above).
Create Transaction - Buyer Side: ‘Buyer’s Side of Transaction’ is used to assign ownership to individuals, groups, companies, or a combination thereof. The first buyer option is ‘Buyback’ (see below). A ‘Buyback’ occurs when the issuing company repurchases its own shares or units of ownership, often referred to as ‘treasury stock’.
To assign ownership to a buyer, select one of the buyer categories (see item 1 below) and then select the name of the buyer from the pull-down list of potential buyers (see item 2 below).
A sequential ‘Certificate Number ‘is automatically generated (see item 1 below). Once the first certificate number in the series is entered the sequence needs to be maintained to ensure a valid audit trail.
The rest of the information is entered manually, including the amount paid or the value if not cash, the date of transaction, the date of transfer of ownership, and the number of shares or units of ownership. Ensure the ‘Vote’ option is checked if the transaction is for voting shares/units (see item 2 below) and that it is not checked if the shares/units are non-voting. (The default value for voting rights can be changed for each type of ownership in ‘Titles for Ownership’ under the ‘Tools’ menu.) After buyer’s data is entered, press the ‘Add’ button (see item 3 below) and the buyer’s data is added to the buyer grid at the bottom of the form (see item 4 below).
The number of shares or units of ownership for both the ‘Buyer’s Side’ and the ‘Seller’s Side’ must be equal. There can be more than one buyer, but the total number of shares/units purchased must equal the total number of shares/units offered by the seller. If the seller offers more shares/units than what the buyer(s) purchase, the seller can retain the remaining shares/units. Just select the name of the seller from the pull-down list of potential buyers and enter the number of remaining shares/units to balance the number of shares/units bought with the number sold (see item 1 below), and then press the ‘Add’ button (see item 2 below).
The certificates on the ‘Seller’s Side’ of the transaction are marked ‘Surrendered’ and the person(s) who physically possess the surrendered certificates need to return them to the issuing company. The certificates on the ‘Buyer’s Side’ are marked as ‘Active’ and the actual certificates(s) are provided to the new owner(s). The total number of shares or units represented by active certificates must equal the total number of shares or units issued by the company, minus any treasury shares or units repurchased by the issuing company.
In the example below, there are two buyers (see item 1 below), each purchasing fifty shares or units. Notice that ‘Total Shares’ equals one hundred (see item 2 below) and ‘Remaining Shares’ equals zero (see item 3 below). ‘Remaining Shares’ is equal to ‘Total Shares’ offered by the seller minus the number of shares or units purchased/traded in the transaction. ‘Remaining Shares’ must equal zero in order to save the transaction to the database.
In the example above the ‘Remaining Shares’ equals zero. Press the ‘Create A Transaction’ button (see item 4 above) to save the transaction to the database. Data for the transaction will appear on the ‘Certificates’, ‘Transactions’, and ‘Ownership’ forms.
Create Transaction – Multiple Sellers: Only one seller can be selected on the ‘Seller’s Side’ of the transaction. Multiple certificates for one seller is supported, but multiple sellers is not without a ‘workaround’. The workaround is simple enough. Add a record to the ‘Group Owners’ form called ‘Transfers’, or something similar. Now create a separate transaction for each of the sellers with the ‘Transfers’ group owner as the buyer in each transaction. There can be any number of sellers, but each must be a separate transaction, transferring ownership to the ‘Transfers’ group owner. Once the certificates for each of the sellers has been traded to the ‘Transfers’ group owner, the name of the group owner, ‘Transfers’, can be selected in the ‘Group Owners’ pull-down list on the ‘Seller’s Side’ of a new transaction. The certificates from the transactions will appear in the seller’s grid. Check mark each of the certificates. Add one or more buyers to the ‘Buyer’s Side’ of the transaction and complete the transaction normally.
The ‘Transfers’ group owner will end with a balance of zero shares/units of ownership, and the number of shares/units surrendered by the sellers will equal the number of shares/units purchased by the buyers, keeping the ‘Owner Register’ balanced.
To maintain an easy to understand audit trail, include a description of the transfers in the ‘Notes’ of each transaction.
Delete Certificate: After the ‘Add’ button is pressed and a buyer certificate is added to the buyer’s grid at the bottom of the form, the certificate record can be removed from the grid. Just select the certificate and press the ‘Delete’ button. This does not affect saved data as data is only saved once the ‘Create Transaction’ button is pressed.
Save Transaction: Once the number of shares/units are balanced between the buyer and seller in a transaction, the transaction can be saved to the database by pressing the ‘Create A Transaction’ button. The surrendered and newly activated certificates can be viewed on the ‘Certificates’ form by pressing the ‘View Certificates’ button at the bottom of the form.
The ‘Tools’ menu on the ‘Enter Transactions’ form opens the ‘Owner Register’ where the ‘Tools’ menu options can be selected. Owner register tools are described in the ‘Owner Register Tools Help’ file.
The ‘Reports’ menu on the ‘Enter Transactions’ form opens the ‘Owner Register’ where the type of ownership can be selected, and reports can be created. Owner register reports are described in the ‘Owner Register Reports Help’ file.