How to onboard a company as a Canada law firm Partner

Data Collection

As the first step to onboarding a new client with Carta, please provide Carta with the following documents. These documents can be uploaded to the data room for the relevant company. Carta will provide you (the law firm and/or Company) with a unique link to the data room.

  • Detailed cap table and applicable share certificate ledgers

  • Equity Plan Documents (e.g. Equity Incentive Plan, Exercise Agreement and Grant Agreement)

Carta will then use these documents to create the first draft of the OBS (Onboarding Spreadsheet). If items are unclear or missing, Carta will send the OBS to the law firm for completion and verification.

Onboarding Spreadsheet (OBS)

Within the OBS, required fields have dark blue headers, while optional fields have light blue headers. Once the first draft of the OBS has been completed by Carta any remaining fields that require assistance/completion will be highlighted in yellow.

All fields should be verified by the law firm prior to sending the OBS back to Carta for the next stage in the onboarding process. Note the following information while completing the OBS for Canadian incorporated companies:

  • Share Classes Tab

    • This item is signed-off on- by legal counsel- to ensure accuracy for each onboarding. Due to this, we recommend legal counsel fill this in before migrating the data to Carta.

    • Disregard column D, “Par Value” - the par value requirement will be deactivated by Carta during onboarding.

  • Legends Tab

    • Carta will, in the first draft of the OBS, default to the Securities Act legend that appears on the standard OBS. We will replace these with an agreed set of template legends received by the law firm.

  • Common Certificates Tab

    • Disregard column I, “Rule 144 Date”

  • Preferred Certificates Tab

    • Disregard column I, “Rule 144 Date”

  • Equity Plan Awards Tab

    • In column I, “Type”, enter “INTL” unless another type is applicable (e.g. where a US-based equity incentive plan applies).

Carta will migrate the OBS to the platform once all items are complete.

Review Process

  • Carta will export a summary cap table, detailed cap table and ledgers by type and class (for each share class) for a full review by legal counsel.

  • Carta will make all applicable edits to the platform. Once done, Carta will send a final cap table for sign-off.

  • Carta will mark ALL SECURITIES (Option Grants, Certificates, CN, Warrants, etc) as marked as Paper-> No. This bypasses the Affidavit of Lost Certificate.

Sign-Off/Go-Live

  • Legal counsel will sign-off on Verify Rights and Preferences and Verify Cap Table in Carta.

  • Once done, the security signatory (or signatories) will bulk sign securities.

  • The client will click Request Activation once they are ready to go-live / send out securities.

  • Carta will not be the Transfer Agent of non-US companies.