How to perform a Reorganization
If you are changing the active share structure of a company, and you are loading in a share structure saved to your library, you want to consider what is happening with the existing classes that have issued and outstanding shares.
For example: If your existing share structure has Class A Voting shares with 100 shares issued and outstanding, and the new share structure is to have Class A Common Voting shares, you will want to alter your existing Class A Voting shares instead of just adding in a new class
Below are steps outlining the process in ecorp. Please note that depending on the changes you are making ecorp may re-issue the share certificates.
- Remove Classes of Sharesa. Go to Finance
b. Select the class name you would like to delete
c. Under things to do select Abrogate
d. Enter effective and resolution date and submit the change
e. Leave this change pending - Load in the new share structure from your librarya. Go to Finance
b. Select Share Structure from Under Things to Do
c. Select Add a Class
d. Under things to do select Find/Load Share Structure
i. From the pull down menu select the share structure you would like to load then select submit
a. Enter in the effective date and resolution date for all pending classes
a. Go to Pending Matters
b. Under Things To Do select Update Pending Matter Dates
c. Enter in the Effective Date
d. Enter in the New Resolution Date
e. Select the check box for each alteration
i. You can also select the 'select all' check box on the right on the Pending Matter List
f. Select Update - Enter in the effective date and resolution date for all pending classesa. Alteration will re-issue share certificate the class name, par value changes or if the special rights or restrictions are added or removed. The certificates will appear in the same class
b. Resdesignation will re-issue certificates and the certificates will appear in a new class, the cancelled certificates appearing in the history of the file
c. If you loaded a share structure from the library, you would want to remove the class of shares that an existing class is being amended to. - Existing classes converting to a new class or name is being altered?
You have two options, either Alteration to change the name and special rights or restrictions or Redesignation.
a. Alteration will re-issue share certificate the class name, par value changes or if the special rights or restrictions are added or removed. The certificates will appear in the same class
b. Resdesignation will re-issue certificates and the certificates will appear in a new class, the cancelled certificates appearing in the history of the file
c. If you loaded a share structure from the library, you would want to remove the class of shares that an existing class is being amended to.
a. For example if you had a Class A which was altered to be Class A Voting Common, and you loaded a share structure from your library you will want to delete the Pending Class A Voting Common class
i. Go to Pending Matters
ii. Select the pending Class
iii. Under things to select Delete this Transaction
5. Alter or redesignate the active class to be the new class.
a. Go to Finance,
b. Select the class you want to change from Authorized Share Structure
c. Under things to do select Alter or Redesignate
d. Proceed in entering the required information
6. Generate your documents
a. Once all your changes are entered you can select one of the pending change, edit the transaction and choose to generate your documents, these documents should reflect all changes.
b. Once the documents are signed and approved you can E-file your Form 11 Notice of Alteration
E-filing
Once your documents are signed and approved you can e-file the change. If the share structure reorganization has the same effective date as a change of name, as long as the change of name is also pending then all changes will be filed with one Form 11.
Review the draft filing to ensure it all looks the way you want it to, if not contact your support team