What is stock transfers & cap table upkeep?
Private transfers papered, the ledger updated, the cap table agreeing with the instruments — continuously, not at diligence.
There is no US equivalent of India's NSDL/CDSL demat regime for a private company's shares. Nothing dematerializes, nothing sits in a depository, and no government body records who owns what. A Delaware corporation's shares live entirely in the company's own stock ledger — historically a paper certificate book, increasingly a cap table maintained in a platform like Carta, which can also act as the company's SEC-registered transfer agent. The ledger is the record. If it drifts from what was actually signed, there is no depository to fall back on to say who is right.
That ledger changes constantly in a VC-backed or cross-border startup: a founder sells a slice of stock to a co-founder, an early investor does a small secondary sale, an employee exercises options and the exercised shares get issued, a SAFE converts at a priced round. Each of those is a transfer or issuance event, and each one is only supposed to happen after the company's own governing documents allow it — the charter, the bylaws or a stockholders' agreement commonly carry a right of first refusal, co-sale rights, or a board-consent requirement that has to be checked before anything gets signed, not after.
Who does what
Transfer instruments and securities-law questions run through US counsel; CapEasy keeps the ledger and cap table tied to the documents.
Who does what
| Your CapEasy team | Stock transfers & cap table upkeep, the reconciliations and reporting behind it, and the questions list that keeps it honest. |
| Your CPA or enrolled agent | Everything that carries a licence in United States — rendered exactly as written: issue compilation, review or audit reports — those are restricted to licensed cpa firms. |
| You | One conversation with one named person, and the decisions that are genuinely yours. |
Stock transfers & cap table upkeep in United States
There is no government filing for a private stock transfer — the transaction is entirely contractual
A routine transfer of stock in a private Delaware corporation triggers no state filing and no government fee. It is a private transaction — a stock purchase agreement plus an updated stock ledger entry — that touches a government body only through its tax consequences: capital gains reporting by the seller, and a Form 1099-B if a registered transfer agent like Carta processes the transaction and is required to report it. There is nothing to file with the Delaware Division of Corporations for an ordinary transfer between existing or incoming holders.
Transfer restrictions live in the charter, bylaws and stockholders’ agreement, not in any statute
Whether a given transfer is even allowed depends on the company's own governing documents, not on Delaware corporate law generally. VC-backed companies routinely carry a right of first refusal, co-sale rights, or a board-consent requirement in a stockholders' agreement or the bylaws, and any of those can block or condition a transfer that looks, on the ledger alone, like a simple change of holder. We check the transfer against those documents before any ledger entry is updated; whether a restriction is triggered, waived, or needs amending is a question for counsel and the board, not something the ledger resolves on its own.
An 83(b) election is a different filing, on a different clock, and gets confused with a transfer constantly
An 83(b) election under IRC §83(b) is a separate IRS filing an individual makes within 30 days of receiving restricted stock, electing to be taxed on the grant value now rather than as it vests — it has nothing to do with a subsequent transfer of already-owned shares, but the two get mixed up often enough that we flag the distinction any time restricted stock is involved. The 30-day window, and the decision whether to make the election, is the individual’s to meet and their CPA’s to advise on.
Issued-share counts on the cap table feed directly into the Delaware franchise tax calculation
Under the Assumed Par Value Capital Method, the franchise tax bill is computed from total gross assets and total issued shares as of the annual report date. A cap table that has not been reconciled to the actual signed instruments can hand the CPA or filing agent the wrong issued-share number, which changes the tax bill directly — this is the mechanical reason cap table accuracy is not just a governance nicety, it is an input to a number that gets paid every year.
What your CPA or enrolled agent receives from us
- A stock ledger reconciliation — every cap table entry matched to the stock purchase agreement, board consent, option exercise notice or conversion instrument that authorized it.
- A discrepancy log of any ledger entry with no matching signed instrument, and any signed instrument not yet reflected on the ledger, for counsel to resolve.
- ROFR, co-sale and board-consent status tracked against each pending or recent transfer, checked against the charter, bylaws and stockholders’ agreement.
- A current fully-diluted cap table broken out by share class (common, preferred by series, options, SAFEs/convertible notes) ready for a 409A valuation or diligence request.
- Issued-versus-authorized share counts verified for the annual franchise tax filing, handed to the CPA or filing agent computing the Assumed Par Value Capital Method figure.
- A transfer package organized for counsel review before signature — the parties, the shares, the restrictions checked, and the instrument still to be drafted or reviewed by counsel.
