Free reconciliation check · No sign-up required
Ownership integrity audit.
Four numbers from your records. The tool checks whether they reconcile, names the specific drift pattern when they don't, and points to the steps that bring the records back into agreement. The fastest way to spot ownership-record drift before diligence does.
- Takes under a minute
- Checks register vs. certificates vs. cap table
- Identifies the specific drift pattern
- Lists the reconciliation steps in order
The sum of all issued shares on your share register (or stock ledger) as of today.
Sum of shares on all certificates issued and not cancelled (or uncertificated records).
Sum of shares represented by cancelled certificates retained in the minute book.
Total issued share count from your cap table (issued, not fully diluted).
Enter your four numbers above, then run the reconciliation.
Optional · Email the audit
Email me a PDF of the reconciliation.
We'll send the inputs, the reconciliation result, and the recommended steps. Useful for sharing with counsel, your co-founder, or a board member.
FAQ
Common questions
Three sources must agree on how many shares are outstanding: the share register (the statutory record), the issued certificates (or uncertificated records), and the cap table. The cap table builds from the register; the certificates document each register entry. When all three agree share-for-share, ownership records are reconciled. When they don't, you have drift.
Run the audit once per class, then sum. The tool checks a single set of totals, so for a corporation with common and preferred classes, run it twice (once for common, once for preferred series A, etc.). The pattern is the same either way.
When a share transfer happens, the old certificate is supposed to be cancelled and retained. The "cancelled certificate share count" is the sum of shares represented by all cancelled certificates in your minute book. This is important because the second input (issued certificates) should only count currently outstanding certificates, not cancelled ones. If you've never had a transfer, this number is zero.
Any difference is drift. Small differences are often the easiest to fix (a missed entry, a transposed number) but they're not nothing. In diligence, a 12-share discrepancy is a discrepancy. Start by walking each share class line-by-line in both the register and the cap table; the source of the difference is almost always identifiable.
Informal transfers (where shareholders exchanged shares without going through the corporation) are the most common source of drift. The cleanup path: for each informal transfer, document what happened (parties, share count, date), get the parties to sign a ratification, cancel the original certificate, issue a new one, and update the register. See the share transfer procedure for the proper mechanics going forward.
No. This is a quick check that surfaces the most common drift patterns. A real records audit reviews each register entry against its authorizing resolution, each certificate against its register entry, and each cap-table line against its underlying instrument. Use this audit to know whether you need the real one.
Reconciliation by construction
Records that cannot disagree.
Octelligence's share register, certificates, and cap table are facets of the same record. Drift isn't possible because the three views are computed from the same underlying data on every event.