How-to guides for corporate governance and equity
Operational guides covering the corporate actions that show up most often in private-corporation governance: issuance, transfer, resolutions, meetings, registers, options, financings, governance changes, and diligence. Each guide walks the procedure in order, with jurisdiction-specific notes for Canadian, US, and UK practice.
These guides exist because the procedures for issuing shares, transferring shares, passing resolutions, and preparing for diligence are not difficult on paper, but they go wrong constantly in practice. Each guide below documents the procedure as it should be run, with the statutory anchors, the documents that must be created, and the failure points that most commonly surface in diligence.
How to issue shares
The full issuance procedure: authorization, consideration, certificate, register update, cap-table reconciliation. The default procedure for any priced or non-priced share issuance in a private corporation.
View the issuance procedureHow to issue founder shares
Founder-specific issuance: restricted-stock purchase agreement, vesting, the 83(b) election (US) or capital-gains structuring (Canada), and the difference between issuance and option grants for the founding team.
View the founder issuance procedureHow to maintain a share register
The ongoing maintenance procedure for the share register (or stock ledger): every entry that must be made, when, by whom, and how to keep the register reconciled to certificates and the cap table.
View the maintenance procedureHow to transfer shares
The share-transfer procedure: stock power, transfer authorization, certificate cancellation and reissuance, register update, and the conditions that block transfers in a private corporation.
View the transfer procedureHow to pass a board resolution
Resolutions in person, by written consent, and by electronic means. What needs to be in the resolution, who must sign, and where the executed resolution gets filed in the minute book.
View the resolution procedureHow to run an annual meeting
The annual general meeting procedure: notice, quorum, agenda, director election, auditor appointment, financial statement approval, and the written-consent alternative permitted in many jurisdictions.
View the meeting procedureHow to prepare for due diligence
Diligence prep ahead of a financing, M&A, or audit: the records that must be producible, the inconsistencies that surface, and the schedule that lets you fix problems before the data-room request lands.
View the diligence procedureHow to issue share certificates
Certificate issuance done correctly: authorization, sequential numbering, signing authority, fields that must appear, register synchronization, and third-party verification. Same procedure for share certificates and stock certificates.
View the certificate procedureHow to run a priced equity round
End-to-end procedure for a priced equity round: term sheet, valuation lock, option pool top-up, financing documents, board and shareholder approval, closing, cap-table reconciliation.
View the priced-round procedureHow to raise on SAFEs
SAFE-based fundraising end-to-end: choosing post-money vs pre-money SAFE, setting cap and discount, executing across multiple investors, MFN clause mechanics, and tracking conversion at the priced round.
View the SAFE procedureHow to plan an option pool
Sizing the option pool from the hire plan, reserving in the articles, board approval, grant tracking, and the pre-money pool top-up convention at financings.
View the option-pool procedureHow to negotiate investor rights
Information rights, board observer rights, protective provisions, drag-along, tag-along, ROFR, pro-rata, and registration rights. Benchmarks, what to give, and what to push back on.
View the investor-rights procedureHow to value a private corporation
Pre-money valuation methods for private corporations: comparable transactions, sector multiples, cost-to-replicate, DCF for revenue-positive corporations, and triangulating to a defensible range.
View the valuation procedureHow to model founder dilution
Multi-round dilution modeling for founders: current cap table, planned rounds, option pool refreshes, SAFE conversions, and the founder percentage at exit under defined assumptions.
View the dilution-modeling procedureHow to grant stock options
The grant procedure: pool availability, current 409A valuation, board resolution, ISO and NSO designation, grant notice, option ledger entry, and vesting tracking.
View the grant procedureHow to exercise stock options
The exercise procedure: vested balance, exercise notice, strike payment, tax withholding, ISO and NSO treatment, share issuance, and the register, ledger, and cap-table updates.
View the exercise procedureHow to amend articles of incorporation
Drafting the amendment, board resolution recommending it, shareholder special-resolution approval, articles of amendment filing, and recording in the minute book.
View the amendment procedureHow to amend bylaws
Drafting the amendment, board adoption, shareholder confirmation at the next meeting where required, recording in the minute book, and distribution to officers and counsel.
View the bylaws procedureHow to call a special meeting
The special (extraordinary) shareholder meeting procedure: requisition authority, notice period, quorum, business permitted, voting, and recording in the minute book.
View the meeting procedureHow to remove or replace a director
Resignation, shareholder removal, board appointment to fill a vacancy, consent to act, statutory filings, and minute-book retention.
View the director-change procedureHow to maintain a minute book
Ongoing minute-book maintenance: what records belong in it, when entries are made, how documents are indexed and retained, and how the book is produced on inspection or in diligence.
View the minute-book procedureHow to file an annual return
The annual registry filing: information required, deadlines by jurisdiction, channels, late-filing and dissolution consequences, and reconciliation to the corporate record.
View the annual-return procedureHow to dissolve a corporation
Voluntary dissolution: shareholder approval, creditor notice, asset distribution, final tax and regulatory filings, articles of dissolution, and post-dissolution records retention.
View the dissolution procedureHow to redeem or buy back shares
Redemption and repurchase: solvency tests, board approval, price determination, the repurchase agreement, cancellation or treasury, and updating the register, cap table, and stated capital.
View the buyback procedureHow to do a stock split
Forward and reverse splits: board and shareholder approvals, articles amendment where required, effective date, certificate re-issuance, and proportional adjustment of option grants and SAFE caps.
View the stock-split procedureHow to convert a SAFE
SAFE conversion at a priced round: triggering event, cap and discount math, pre-money vs post-money denominator, share-count calculation, issuance, and reconciliation to the SAFE ledger.
View the conversion procedureHow to issue convertible notes
Setting note terms (principal, interest, maturity, cap, discount), board authorization, securities-law exemption, issuance and payment, note ledger entry, and ongoing conversion monitoring.
View the convertible-note procedureHow to handle a secondary transaction
Private-corporation secondary sales: transfer restrictions, ROFR and co-sale rights, board consent, the share transfer agreement, register update, and tax considerations for seller and buyer.
View the secondary procedureHow to ratify corporate actions
Curing defective corporate acts: identifying the defect, statutory or common-law ratification path, drafting the resolution, board and shareholder approvals, public filings, and court validation where warranted.
View the ratification procedureRelated material
Each procedure links into the underlying glossary terms, the jurisdiction-specific records guides, and the relevant templates and free tools. Start from any guide and follow the cross-links into deeper jurisdiction or term coverage.
Structured corporate records, jurisdiction-aware templates, share register reconciled to certificates, and a complete activity log, ready for any of the procedures below.