Share Certificates

Record share transfers

Move shares from one holder to another while preserving the chain of title. Octelligence supersedes the seller's certificate, issues a new one to the buyer, and keeps every step in a permanent audit trail.

A share transfer moves ownership of shares from one holder to another. In Octelligence, a transfer is a structured event: the seller's certificate is superseded, a new certificate is issued to the buyer, the share register updates, and the entire history stays linked so an auditor can walk the chain of title in either direction.

Prerequisites

  • The seller is an existing shareholder with at least one active certificate
  • The buyer is added under People (or you can add them inline during the transfer)
  • Any required authorizing documents are ready to upload (share transfer agreement, board approval if your bylaws require it, ROFR waivers if applicable)

Available on Starter and above. Transfers create new QR-verified certificates, so the certificate features included with your plan apply to the new issuance as well.

Step-by-step

1

Go to Cap Table › Transfers

From your corporation's workspace, navigate to Cap Table, then Transfers. Click New transfer.

2

Select the seller and the certificate

Pick the seller from your existing shareholders. Octelligence shows their active certificates with the share class and the number of shares on each. Select the certificate the transfer is coming from.

If the seller is transferring shares from more than one certificate, you'll record one transfer per source certificate. Octelligence prompts you to chain them together so the audit trail stays clean.

3

Select the buyer

Pick the buyer from your existing shareholders, or click + New holder to add them inline. For inline additions you'll need:

  • Legal name (individual or entity)
  • Contact email
  • Jurisdiction of residence (for tax-reporting fields)
  • Entity type if not an individual
4

Enter the transfer details

  • Number of shares: can be the full certificate or a partial transfer. Partial transfers supersede the seller's certificate and re-issue two new ones: one to the seller for the retained shares, one to the buyer for the transferred shares.
  • Transfer date: the effective date of the transfer
  • Consideration: cash, services, in-kind, or gift
  • Authorizing documents: upload the share transfer agreement, ROFR waivers, board approval, or any other instrument required by your bylaws
5

Review and confirm

Octelligence shows a preview of what will happen:

  • The seller's original certificate moves from active to superseded, with a link to the replacement
  • One new certificate is issued to the buyer (and, on partial transfers, one to the seller for the retained portion)
  • The share register updates
  • The cap table reflects the new ownership

Click Execute transfer. All changes happen atomically — either every record updates, or none do.

What happens to the old certificate

The seller's original certificate is not deleted. It stays in the system permanently with its full history. Its state changes to superseded, and the public verification page shows:

  • That the certificate is no longer current
  • The date it was superseded
  • The reason (transfer)
  • A link to the new certificate or certificates that replaced it

Anyone who scanned the QR code on the old certificate (or has the old verification URL on file) will see the current state correctly. This is how Octelligence preserves the chain of title — old certificates remain queryable forever, they just no longer represent a current holding.

Why we supersede rather than delete. Corporate records are append-only by design. Deleting a certificate would break the historical chain of title, which auditors and counsel rely on during diligence. Superseding keeps the historical record intact while making it clear what's current.

Partial transfers

If the seller is transferring fewer shares than the full certificate represents, Octelligence handles the bookkeeping for you. Say Alice holds Certificate #C-0007 for 10,000 common shares and transfers 4,000 to Bob:

  • Certificate #C-0007 is superseded
  • Certificate #C-0024 is issued to Bob for 4,000 common shares
  • Certificate #C-0025 is issued to Alice for 6,000 common shares (the retained portion)

The verification page for #C-0007 will link to both #C-0024 and #C-0025 as the replacements. Alice's old QR code, if anyone happens to scan it later, resolves correctly.

Bulk transfers

For secondary tender offers, founder rebalancing, or any situation where you need to process many transfers at once, use Cap Table › Bulk transfers. Upload a CSV with one row per transfer (seller, source certificate number, buyer, share class, number of shares, transfer date, consideration). Octelligence runs them as a single transaction.

Tax reporting

Octelligence captures the data you'll need for transfer-related tax reporting:

  • Acquisition date and price (from the seller's original issuance)
  • Transfer date and price (from this transfer)
  • Holder jurisdiction (for filing thresholds and treaty considerations)

Reports for capital gains, US 83(b) and 1099-B-equivalent flows, and Canadian T5008 flows are available on Scale. Your accountant can be invited to the workspace with read-only access (see Invite team members).

Common gotchas

Forgetting the ROFR waiver. Many shareholder agreements give existing holders a right of first refusal on any transfer. If your bylaws require ROFR waivers, get them in writing and upload them as part of the authorizing documents. Octelligence won't block the transfer if you skip it, but counsel will flag it at the next financing.

Transferring unvested options as if they were shares. Vested options that have been exercised become shares — those can be transferred. Unvested options generally cannot be transferred, and exercised-but-restricted shares may have transfer restrictions. Check the underlying agreement before recording.

Transfers across share classes. A transfer changes the holder, not the share class. If you intended a conversion (common to preferred, for example), that's a separate operation under Cap Table › Conversions, not a transfer.

Backdating without a paper trail. Recording a historical transfer is legitimate; fabricating a transfer date that doesn't match the underlying agreement isn't. Set the transfer date to match the executed transfer agreement, and upload the agreement.

For background

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