Are registration rights worth negotiating hard?

For most early-stage investors in a venture-backed company, no — most companies exit by acquisition, making registration rights moot. The standard registration rights agreement is rarely renegotiated. They're more important for late-stage growth investors who expect an IPO exit.

Do Canadian companies grant registration rights?

Less commonly, since most Canadian venture-backed companies don't IPO in Canada (the TSX-V is small). Companies that plan to dual-list or US-list typically grant US-style registration rights.

What's a typical demand-rights count?

Two demands, both after the company has been public for 6+ months. Sometimes only one. Beyond two is unusual.

Governance & rights

Registration rights

Investor's right to require the company to register their shares for public sale.

Definition

Registration rights give investors the right to require the company to register their shares with the SEC (or equivalent regulator) for public sale. Demand rights force the company to file a registration statement; piggyback rights let the investor include shares in a registration the company is already pursuing. Typically only relevant in US-jurisdiction companies preparing for IPO.

Same concept, different names

US (SEC)	Securities Act 1933 registration; Form S-1/S-3
Canada (OSC/AMF)	Prospectus filing; equivalent concept
UK (FCA)	UKLA listing rules

Two types of registration rights

The two flavors are economically very different:

Demand rights: investor can require the company to file a registration statement for their shares, even if the company didn't plan to. Typically allowed 1-2 times during a defined period, after the company has been public for a while or reached an IPO threshold
Piggyback rights: investor can include their shares in any registration statement the company files (IPO, follow-on offering). Less costly to the company, more common

Why these matter pre-IPO

Most venture-backed startups never trigger demand rights — they exit by acquisition, not IPO. But the rights become real for the few that do IPO: investors with demand rights can force a secondary offering even when the company would prefer to stay quiet. Underwriters typically lock everyone up post-IPO for 180 days, after which demand rights become exercisable.

In Octelligence

Registration rights logged at investor level.

Octelligence records each investor's registration rights — demand count, piggyback status, lock-up terms — alongside their cap table position. Useful for IPO data room prep.

View cap table

Back to glossary

Cap table, registers, certificates

Track every investor right at the share level.

Pro-rata, ROFR, drag-along, MFN, registration rights. Recorded against the share, surfaced when relevant.

View pricing See how it works

Registration rights

Two types of registration rights

Why these matter pre-IPO

Related terms