Company governance settings

There are many things you can do via the Vestd platform which may require a Directors' or a Shareholders' resolution, or both. The rules that determine whether or not a resolution is needed, and what majority is required, are referred to as your company's governance rules. They can be defined in your Articles of Association, and Shareholder Agreements. 

As a recently implemented security feature, you will need to confirm your governance settings before continuing with one of the activities that requires a resolution. Confirming all governance settings now avoids future delays when carrying out certain activities (listed below) on the platform, although you will only initially need to confirm the settings for the activity you are trying to complete. Further down we will show you how to confirm all of these settings at once.

Since these need to be confirmed by one of the Company Editors, our team can't do it on your behalf. Things to look out for in particular are actions that need consent from specific investors/shareholders that must sign for a resolution to pass.

The activities for which company governance will need to be confirmed are:

  • Share authorisation
  • Option authorisation
  • Share class creation
  • Changing the company Articles of Association
  • Variation of share class rights
  • Subdivision of a share class
  • Stock transfer
  • Share buyback
  • Share class conversion
  • Changing the Company name
  • Appointing or Terminating a Director

If you try to complete one of these activities before confirming the company governance settings, you will see this banner across the bottom of the page:

Clicking Update & confirm these details will take you to the Company governance page:

Underneath, you will see a list of settings for the activity that you are trying to complete.

For example, if you have tried to authorise an Option pool, you will see something like this:

If a member of our team has been helping you with one of these activities, we would have emailed you a link to this page, since these settings need to be confirmed by one of the company Editors.

If your company has already adopted the Vestd Articles of Association, you will be able to Accept the 'Vestd default' settings. Compared to the Model Articles, these tend to need a higher shareholder majority to pass. You can choose to set the majority needed for a resolution to pass higher than your articles say, but not lower.

To confirm each setting, just select an option under Answer. Once you're done, click Save at the bottom of the page.

Whether or not a resolution is needed for an activity, and what majority is required, will all be in your Articles of Association and Shareholder Agreements (if any).

Confirming all settings

To get to the fill Company Governance page, first log on to the platform, and go to the Company Details tab on the top right:

On the lower left of this page, underneath Manage company permissions, click the Company governance link:

Which will take you to the full list of settings:

For settings you have already confirmed, the Answer and Date last confirmed fields will be completed. To complete the rest, click Change and Confirm these details.

As before, you will see a list of settings:

To confirm each setting, just select an option under Answer. Once you're done, click Save at the bottom of the page.

Once these are confirmed, all done!