Corporate management for in-house legal teams
Sttok brings together the shareholder register, ownership certificates, general meetings, the board of directors, the register of officers and the corporate calendar of every company an in-house legal team looks after. Each company keeps its own register and governing bodies, and access is shared out with permissions per company. Sttok customers manage an average of two companies each.
What the legal team gets asked
Finance asks when the accounts need to be filed. The bank asks for a certificate showing who the shareholders are. The auditor asks for last year's minutes. A shareholder says they want to sell.
All four requests reach the same person and are answered today from different folders. Customers who have switched to Sttok from another tool explain the change this way. Their lawyers trust the data, because the shareholder register and the incentive plans are in the same place.
Situations it handles
The bank asks for an ownership certificate
Under Spanish law the company only treats as a shareholder whoever is entered in the register of shareholders, in a private limited company (SL) (art. 104.2 of the Spanish Companies Act, LSC), or in the register of registered shares, in a public limited company (SA) (art. 116.2). The certificate has to come from that register.
Sttok generates ownership certificates from the register.
The accounts deadlines are approaching
Directors prepare the accounts within three months of the year-end (art. 253.1 LSC). The annual general meeting is held within the first six months (art. 164.1). The accounts are filed with the Companies Registry within a month of approval (art. 279.1).
With several companies and different year-ends, these deadlines overlap. Sttok keeps a corporate calendar for each company, so the status of all of them is visible at once.
A shareholder wants to sell
The bylaws may restrict the transfer of shares. Where the bylaws are silent, the shareholder notifies the directors in writing of the number of shares, the buyer, the price and the terms (art. 107.2.a LSC). The transfer is subject to the company's consent, given by resolution of the general meeting (art. 107.2.b).
Sttok manages the right of first refusal with its notices and deadlines, and records the transfer in the register with its numbering.
The register hasn't been updated in years
It is common in companies with decades of history, and also in those inherited from an outside adviser. The register doesn't reflect the latest transfers and the deeds are scattered.
Sttok rebuilds the history from the deeds as part of onboarding.
A company joins or leaves the group
An acquisition, a merger or the incorporation of a subsidiary. The legal team receives a company with its registers, its officers and its minutes.
Sttok sets up a new company with its history and adds it to the group structure. One group company can be a shareholder of another, and the platform calculates ultimate ownership across the whole chain.
Each company's board and general meeting
Each company calls, holds and documents its own governing bodies. Sttok covers the notice, the attendance check, proxies, voting, the minutes and the certificate, for both the general meeting and the board.
The board secretariat has its own page: software for the board secretariat.
Who is a director of which company
Directorships expire and appointments are renewed. Sttok records each company's officers with their terms. Expiry dates are in the register, not in the memory of whoever certifies.
Who sees what
Finance, the board secretariat and the management of each subsidiary don't need to see the same things. Permissions are set per company, and each person sees the scope that applies to them.
When the group operates in several countries
Sttok manages companies of groups with a presence in Latin America and Andorra. The platform adapts to the names of local governing bodies. Examples are the shareholder register, the general assembly of shareholders, the junta directiva and the directorio.
The product is built on Spanish corporate law. Compliance with each country's rules is assessed case by case.
Today vs with Sttok
| Today | With Sttok | |
|---|---|---|
| Ownership certificate | Rebuilt from the register and the latest spreadsheet | Generated from the register |
| Accounts deadlines | A spreadsheet with each company's dates | Corporate calendar per company |
| Transfers | Emails between the shareholder, the directors and the other shareholders | Right of first refusal with notices and deadlines |
| Out-of-date registers | Deeds in folders, register not updated | History rebuilt from the deeds |
| Officers | You find out an appointment expired when you need to certify | Register of officers with their terms |
| Access | Documents shared by email | Permissions per company |
Frequently asked questions
Who has to keep the register of shareholders? The company. In an SL it keeps the register of shareholders (art. 104 LSC) and in an SA the register of registered shares (art. 116). In both cases the company only treats as a shareholder whoever is entered in it.
When must the annual general meeting be held? Within the first six months of each financial year, to approve the management of the company and the accounts and decide on the allocation of profit (art. 164.1 LSC). The annual general meeting is valid even if it is called or held late (art. 164.2).
When are the annual accounts filed? Within a month of their approval, with the certificate of the general meeting's resolutions (art. 279.1 LSC). Directors prepare the accounts within three months of the year-end (art. 253.1).
Does Sttok replace the law firm that looks after the companies? No. Sttok is a management platform, not an advisory service. The legal team and its outside advisers still decide every corporate resolution.
How long does implementation take? Setup takes a few hours per company. Large groups are planned company by company.
Can a group with companies outside Spain be managed? Yes, under the names of their governing bodies. Specific regulatory coverage for each country is assessed case by case.
How much does it cost? Plans per company range from €450 to €850 a year, excluding VAT, depending on the number of shareholders. Groups and companies with more than 50 shareholders have a custom plan, which is the most common case among customers. The details are on the pricing page.
Get started
AXA is a Sttok customer. More than 250 customers manage more than 500 companies, with more than 250,000 shareholders and more than €20 billion in equity. Managing a group as a whole is described in corporate groups.