Shareholder management for family businesses
Sttok brings together the shareholder register, general meetings, the board of directors and the corporate documents of family businesses with a broad shareholder base. It is built for companies with decades of history, where shares have been passed down by inheritance across several generations. Osborne, with several hundred family shareholders, manages its shareholder base with Sttok.
The problem isn't setting up the shareholder base. It's what happens to it over time.
A thirty-year-old family business looks nothing like a startup. The capital isn't split between four founders and a fund. It is spread across dozens or hundreds of people who inherited their stake, who live in different cities and who in many cases have never set foot in the company.
Each succession fragments the shareholding a little more. One share passes to three siblings as co-owners. Another is split into a usufruct for the surviving spouse and bare ownership for the children. At Osborne, four generations of shareholders coexist today.
Cap table tools aren't built for this. They are built to model funding rounds and calculate dilution. An established family business rarely increases its capital. What it needs is something else.
Situations it handles
A shareholder dies
Transfer on death is the most frequent transaction in a family business, and usually the worst documented. Sttok records the transfer, allocates the shares among the heirs with the correct numbering and keeps track of the supporting document, whether it is the estate partition or the deed of allocation. The guide to inheriting shares (in Spanish) explains what Spanish law says at each step.
Co-owned shares
Three siblings inherit an undivided share. The law requires them to appoint a single representative towards the company. Sttok shows the co-owners, their internal percentage and who exercises the rights at the general meeting, without having to work it out again every time a meeting is called.
Usufruct and bare ownership
The usufructuary receives the dividend. The bare owner holds the vote, unless the bylaws say otherwise. Sttok keeps both positions on the same share separate, so that the quorum and the dividend are calculated correctly without cross-checking two spreadsheets. The guide to co-ownership, usufruct and bare ownership (in Spanish) sets out who exercises each right.
The register hasn't been updated in years
This is the most common situation when a family business decides to professionalise its governance. The register is up to date until 2016 and from then on there are loose deeds. Sttok rebuilds the history transaction by transaction, with the supporting document for each movement, until the register balances and can be legalised. The guide to rebuilding the shareholder register (in Spanish) explains which deeds to gather and how to legalise it.
A shareholder wants to sell
The bylaws of almost every family business restrict transfers to third parties. There is a right of first refusal in favour of the other shareholders, notice periods and a procedure that hardly anyone remembers until it is needed. Sttok manages the process and keeps a record of the notices and deadlines. The guide to the right of first refusal (in Spanish) explains the procedure, the deadlines and the price.
The shares must be valued every year
Many family businesses set out in their bylaws an annual valuation method that serves as the reference price for internal transfers. Osborne is one of them. Sttok's simulator applies the valuation to the whole shareholder base and produces the detail for each shareholder.
Calling the general meeting and reaching the quorum
With hundreds of shareholders, half the work is finding them. Sttok manages the notice, the proxies and the quorum calculation on the actual shareholder base, not on the latest version of the spreadsheet. What the notice and the minutes must contain is in the guide to corporate templates (in Spanish).
When there is more than one company
An established family business is rarely a single company. The usual structure is a family holding company, an operating parent company in which it holds a stake, and a varying number of subsidiaries. Osborne works this way.
That multiplies the corporate work. Each company has its own register, general meetings, board and accounts. Sttok manages every company in the group from a single login, with the shareholdings between them and a consolidated view of who controls what at the end of the chain.
It is also what lets you answer the beneficial ownership question when a bank, a notary or an auditor asks it.
General meeting and board
Sttok covers the full cycle of each body: notice, attendance, proxies, voting, minutes and certification. The same for the general meeting as for the board of directors.
The platform adapts to the names and workings of equivalent bodies in other jurisdictions. A general assembly of shareholders, a board of directors or a directorio work in Sttok just like the Spanish general meeting and board.
There is a comparison of shareholder register, meeting and board software (in Spanish) with what each provider publishes.
Today vs with Sttok
| Today | With Sttok | |
|---|---|---|
| Shareholder register | A spreadsheet updated by one person, with several versions in circulation | One version, with numbering, classes, encumbrances and co-owners |
| An inheritance | A deed in a folder, register untouched until someone remembers | Transfer recorded with its supporting document |
| Ownership certificate | Drafted by hand every time a bank asks | Generated from the current data |
| Notice of meeting | Manual emails and follow-up in a separate sheet | Notice, proxies and quorum on the platform |
| Five group companies | Five registers, five folders, five processes | One login, every company |
| Annual valuation | A spreadsheet the adviser rebuilds | Simulation applied to the whole shareholder base |
Frequently asked questions
Does it work for a public limited company (SA) or only for private limited companies (SL)? For both. In an SL the register is the libro registro de socios and what is recorded are participaciones. In an SA it is the register of registered shares and what is recorded are shares, with their series. Sttok handles both.
Our register has been out of date for years. Can it be recovered? Yes. The history is rebuilt from the deeds and the rest of the documents for each transaction. It is the most common starting point for long-established family businesses, and it is part of onboarding.
How are usufruct and bare ownership recorded? As separate positions on the same share, with their economic and voting rights kept apart. The quorum and the dividend are calculated on the position that applies in each case.
Do shareholders get access? Yes, through the investor portal. Each shareholder sees their position, their history and the documents the company chooses to share. It stops information circulating by email.
Can it be used for a corporate group? Yes. It is one of the main uses. Every company in the group is managed from the same login, with the shareholdings between them and consolidated ownership.
Does it work for a company in Colombia or Mexico? The platform handles the shareholder register, the general assembly, the board of directors and the directorio just like their Spanish equivalents. Compliance with each country's corporate law is assessed case by case.
How long does it take to get started? Setup takes a few hours per company. If the history needs rebuilding, Sttok does it from the deeds in a few minutes.
Get started
Sttok manages more than 250,000 shareholders and more than €20 billion in equity today.