Scope of Services: Carta Management Company Administration (Europe)

Per annum pricing will be determined based on your individual management company entity structure, needs, and complexities.

Standard / Complex

I. Accounting Services

Financial Reporting

The following Carta system-generated year-end reports will be made available annually for the management company in the Carta platform:

Balance Sheet
Statement of Operations

Carta system-generated financial reports will be made available in the Carta platform.

Books and Records

Carta will update and maintain the accounting books and records for the management company. You will have easy, read-only access to review the books and records.

For the Management Company, Carta will:

Maintain annual accounting books and records (dependent on completion of fund’s books and records)
Grant read-only access on the Carta platform for review of books and records, including the balance sheet, income statement, and general ledger to individuals specified by you
Conduct capital transaction tracking by member (contributions and distributions)
Provide monthly open items list
Provide monthly cash reconciliation up to an average of:
- Standard: 40 transactions per month
- Complex: 80 transactions per month
Record and track intercompany payable and receivable balances between the management company and affiliated entities administered by Carta
- Standard: Up to 3 affiliated entities
- Complex: 4 or more affiliated entities
Record credit card and expense reimbursements on an aggregated basis by expense type and entity category as provided by Client on Carta-provided template
Record payroll within the Management Company's books and records
Non-cash accruals:
- Standard: N/A - Carta will not process non-cash journals
- Complex: Carta will process non-cash journals such as expense accruals, amortisations, etc. on an annual or quarterly basis

You will¹ :

Provide executed copies of the Management Company’s Legal Operating Agreements
Provide updated Management Company ownership schedules
Provide updated Management Company tax information via W8, W9, or equivalent
Provide additional verification of balance sheet items (as needed)
Provide responses to monthly open items list within 15 business days after receipt from Carta and within 5 business days for year end purposes
Provide clear and timely written instruction on any expenses paid by the management company on behalf of any other entities, whether administered by Carta or not, and create invoices that are sent to portfolio companies or other parties for services rendered, board feed, and/or any other monies due
Provide detailed breakout of credit card statements including expense and entity categorisation on a monthly basis in tabular format (MS Excel or Google Sheets) on Carta-provided template
Maintain any support necessary for any governmental or private audit
Engage with third-party payroll provider and maintain responsibility for full setup of payroll provider (including all employee changes) and provide Carta with read-only access to payroll platform
Non-cash accruals:
- Standard: N/A - No non-cash support
- Complex: Provide amounts and details such as vendors and dates related to non-cash accruals
Update expected budget values within the Carta General Ledger (GL) on an ongoing basis
Access the Carta platform for self-serve monthly budget vs. actual reports available within the Carta GL

Banking and Payments

Carta will:

Set up electronic payments for all cash activity as requested
Carta will not process payments on third party platforms other than the approved client bank or approved expense management platform

You will provide Carta¹:

Access to the management company’s bank account with your chosen banking partner as approved by Carta*, with the ability to set up payments (bank must have two step-authorisation capability and account must be in the management company’s name)
Read-only access to bank account with the ability to set up wires
Vendor tax information, VAT registration number, GST registration number, W8s, or W9s and email contact prior to initial payment
Wire or other payment instructions and invoices for expenses
Wire instructions, invoices, vendor email and VAT registration number, GST registration number, W8s, or W9s for expenses and investments, create invoices that are sent to portfolio companies

You are responsible for:

Setting up bank accounts, one for each Carta administered entity, with your chosen banking partner as approved by Carta*
Final review and releasing of payments after you receive confirmation from Carta
Performing any call backs to your vendor
Depositing checks
Ensuring accurate user profile setup within the Carta platform
Establishing authorised access to your bank account
Resolving any failed, rejected, returned, or on hold payments due to additional information or documentation needed by your banking partner

* Change in banking partner may result in a fee adjustment.

These services are subject to the Venture Capital Payment Terms and Conditions.

Year-end Filings, Tax and Regulatory Reporting

Carta will:

Provide books and records, along with supporting documentation, to tax provider specified by you through Box or Carta platform
Distribute relevant tax documents or K-1s (If US entity or US members) to partners or members via the Carta platform
Process member draws:
- Standard: Up to an average of once per quarter over the coverage period
- Complex: Up to an average of once per month over the coverage period
Process payments, as requested by client, related to regulatory reporting and fees
If VAT, GST, or 1099 reporting is purchased, Carta will, prepare the VAT, GST, and 1099 form**

You will:

Calculate and instruct member draws
Calculate any necessary owner allocations
Complete dissolution of the business at end of its life
Provide executed tax engagement letters and tax returns
Coordinate with your selected tax provider to file for an extension, as necessary
Complete any jurisdictional reporting or regulatory filings. Such filings or reporting will not be completed by Carta
Ensure timely completion of regulatory business filings such as, but not limited to, Form ADV-1
Review and approve year end form filings

* Change in banking partner may result in a fee adjustment.

** VAT, GST, and 1099 services must be discussed and purchased.

¹Additional documentation or information may be required by Carta as circumstances warrant.

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DISCLOSURE: Carta provides formation, administration and related services in the UK to entities regulated by the UK Financial Conduct Authority (FCA), including Alternative Investment Fund Managers (AIFMs), investment firms, and other FCA authorised entities, as well as their appointed representatives acting as agents for FCA-authorised firms or, if permitted, foreign regulated firms with appropriate regulatory oversight.

Carta may engage with such potential clients as such entities are in the process of obtaining required regulatory approvals. However, certain services may be restricted or unavailable until appropriate authorisation is granted. Clients falling into this category will be referred to a law firm or other fiduciaries for certain services, including formation services. Our services are not available to unregulated entities or individuals. Nothing on this website constitutes an offer, solicitation, or advice to unregulated parties.

This communication is on behalf of Vauban Technologies Limited ("Carta"). This communication is for informational purposes only, and contains general information only. Carta is not, by means of this communication, rendering accounting, business, financial, investment, legal, tax, or other professional advice or services. This publication is not a substitute for such professional advice or services nor should it be used as a basis for any decision or action that may affect your business or interests. Before making any decision or taking any action that may affect your business or interests, you should consult a qualified professional advisor. This communication is not intended as a recommendation, offer, or solicitation for the purchase or sale of any security. Carta does not assume any liability for reliance on the information provided herein.