Redesigned 409A Acceptance Flow


What’s new?

We have redesigned the way you review and accept your 409A valuation on Carta. This new design presents you first with a quick summary of the analysis along with a note from your analyst letting you know the next steps in finalizing your fair market value (FMV). Once you have reviewed the report, if you have any questions you can contact our team of valuation experts through the support module in the valuation review portal. Lastly, receive board approval from within or outside of Carta to finalize the current FMV on your account. 

How it Works

Once you receive an email notifying you that your valuation is ready for review, you can follow the link within that email to access the 409A ledger where you are able to review and download your valuation. Alternatively, you can navigate to the page within Carta at Compliance > 409A Valuation.




Review your valuation

From the 409A Ledger, once you select ‘Review 409A report’ you will be directed to the valuation review portal. Here you will find an overview of the analysis performed and the concluded FMV along with a note from your valuation analyst informing you of next steps and noting any details within the report that warrant extra attention. Once you have reviewed the analyst’s note and valuation summary, you can download the full report or access the support module from the valuation review portal to access support articles or get in touch with our team of valuation experts. 


Get board approval

Now that you have reviewed the valuation, the next step is to send it to your board for review. You can do so using the board consent feature within your Carta account to easily track acceptance from each board member within the Carta platform. Once all board members have submitted their board approval through the platform, your valuation will automatically be accepted on Carta. If you got approval outside of Carta, that’s great too, simply select ‘My board has approved’ to accept the valuation to finalize the current FMV in your account. Once finalized, the new FMV will be visible to your option holders on Carta.




Introducing the ability to transfer interests

Admins can now easily transfer interests from one holder to another in the event of a secondary transaction or sale of shares.

Transfer interests and maintain a record of the transaction

When transferring an interest, you’ll need to input the recipient, date of transfer, price, quantity, reason, and add any acceptance documents and additional fields for issuing the new interest. Only outstanding and vested units can be transferred to other interest holders. 

Once an interest transfer is completed, your cap table is automatically updated and transfer events are appended to the interest history so there is a clear record of the transaction.

Get started

Start an interest transfer by selecting items on the Interests and Interest Types page, then clicking the Actions button. Only full-administrative users can transfer interests. For more information, visit our support site.

New 409A dashboard with a valuation ledger

The new dashboard provides you visibility into valuations completed by Carta, the board, or investors.

Streamline valuations and audits

The new dashboard streamlines valuations and audits by allowing you to:

  • Request a 409A valuation from Carta and see the status of the request
  • Gain visibility into the latest valuation, including the per unit value and expiration date
  • Record an investor or board determined valuation and upload the valuation document
  • Gain visibility into all previously completed or recorded valuations in the valuation ledger

Get started

Admins can find the new dashboard under the Valuations tab. For more information, visit our support site.

Waterfall modeling enhancements

You can now include any option grants in the waterfall and customize vesting conditions.

Easily model future scenarios with more options for waterfall modeling

When running a waterfall, Rights and Preferences now include option grants so that they can participate in the waterfall and you can determine their payout. Option grants participate in the waterfall based on their strike price or per unit threshold value.

Additionally, you can now set the exit date when running a waterfall and choose a vesting treatment to either include all interests fully vested or only vested quantities as of exit date. Setting an exit date in the future and choosing the vesting treatment allows you to more accurately model future scenarios.

Get Started

You can find these enhancements under the Valuations tab > Exit modeling. For more information, visit our support site.

Introducing the ability to retract interests

Admins can now retract any interests that were issued incorrectly.

Ensure accuracy when issuing interests

Mistakes can happen when issuing interests, like inputting the incorrect contact information or interest details for the holder. 

Now, if you have already issued the interest but the holder has not accepted it yet, you can retract the interest. Retracting the interest revokes the holder’s task to accept it and changes the holder sharing status to ‘unshared’ so that you can make any corrections.

Get started

If you need to retract an interest, go to the interests ledger on the Interests & Interest Types page. Then, select the dropdown on the right side of the ledger for a single interest. Once you’ve made any corrections, be sure to re-share the interest with the holder as this does not happen automatically.

For more information, visit our support site.

New Acceptance Agreements tab

Admins can now easily add acceptance agreements before sharing the interest with the holder.

Easily manage acceptance agreements

It is now easier and more clear to add and gain visibility into acceptance agreements on interests. In the new Acceptance Agreements tab in an interest’s details, you can now select from the documents you’ve uploaded the ones you want the interest holder to sign when accepting the interest. Moving acceptance agreements into their own tab also makes it clear which documents a holder agreed to, or will agree to, during the acceptance of an interest. 

Get started

You can continue to upload files to the Documents tab. In the Acceptance Agreements tab, select from the uploaded documents the ones you want to add to the interest so that it is presented to the holder during the acceptance process. 

For more information, visit our support site.

New account dashboard page

The new account dashboard page provides an overview of all entities in one place.

Gain visibility across multiple entities

The new dashboard page provides a view into each entity and the recent activities so that you can always keep a pulse on what’s happening with interests across entities. Quickly learn more about recent activities by clicking into them.

Get started

Login to Carta to see the new account dashboard page.

Enhanced interest history

We’re excited to introduce enhancements to interest history which provide admins with a complete record of acceptance text, agreements, and signatures.

Streamline audits with a complete interest history

Admins can now access a detailed snapshot of the moment an Interest Holder accepts an interest , which includes:

  • The legal terms that the holder agreed to when accepting the interest
  • The legal documents that were attached to the interest when it was accepted, including the operating agreement or interest agreement
  • Date and time of when the holder signed and accepted the interest
  • Recipient signature and unique signature hash code generated at time of signature

Interest History Overview

Get started

Find these enhancements in the Interest History tab. For audits, export the interest to PDF by clicking “View as single page” from the interest detail. For more information, visit our support site.

409A Ledger Redesign

What’s new?

We have redesigned the 409A Ledger Page where you come to request and review the 409A Valuations of your company and enter the Fair Market Value (FMV) of your company’s options. The goal of this refresh is to help you navigate the valuation process with ease and access resources quickly whenever you need assistance. 

With this updated design you will quickly and easily identify where you are in the valuation process and what to expect next. Carta is here to help you along the way with curated support articles and a variety of options to get in touch with us if you have questions not covered within the articles.

How it Works

Under Compliance > 409A you will find a number of new features designed to help you navigate the Carta Valuation process with confidence.

Valuation Status Tracker

The Valuation Status Tracker at the top of the page clearly indicates where your company is in the valuation request process. Whether you are in the middle of completing your request, if your draft is ready for review or if you are anywhere in between, the tracker will let you know what your next step is as soon as you land on the 409A Ledger page. Also included are tools and support articles to help answer common questions that you may have based on where you are in the valuation process.



Review and accept your valuation

Once you have received your valuation, you can download it for review directly from the Valuation Tracker on the 409A Ledger page. After you have had a chance to review the report and are ready to accept, you will be directed to the final step in The Valuation Tracker, the acceptance workflow. 



Get in touch with our team

Have a question? Navigate to our Support Module on the page and select the contact method that works best for you, our team of experts will follow up with a response typically within 1 business day.



Viewing your 409A Valuations

Now that you have completed the valuation process, your most recent valuation will be displayed at the top of the table at the bottom of the page along with any previous valuations saved to your Carta account. If you have any questions for our Valuation team in between valuations, simply navigate to the new 409A Ledger Page to access our Support model to get in touch with our team of Valuation Experts.




Notifications for Qualified Small Businesses

What’s New

Users with holdings in companies identified as Qualified Small Businesses (QSB) will now be notified of the potential tax benefit. Carta determines QSB eligibility when performing a 409A valuation and email notifications will be sent to all users associated with the company once the valuation is accepted. In addition, vesting emails will include information about the qualified small business stock (QSBS) tax benefit.

Furthermore, users can now find a banner in the company overview page within their portfolio that informs them about QSBS eligibility, linking to a blog post to learn more. Finally, users will be notified if their exercise qualifies for QSBS once they submit an exercise request.

Who this affects

US Companies using Carta for 409A valuations that are QSBS eligible and all their stakeholders, prioritizing “Vested” option holders. 

How it works

Email notifications

Emails are sent to all users associated with a company that qualifies as a QSB. If Carta determines the company is a qualified small business, emails are sent once the 409A valuation is accepted. Extra emails are sent to all users each time the company’s valuation includes eligibility. 

Vesting emails

Vesting emails will now include information about QSBS eligibility to help make a more informed decision about exercising. 

Company’s overview page

A banner informing users of the QSBS Eligibility Tax Benefit can be found next to the company’s name in their portfolio. This banner appears for companies identified as qualified small businesses, including information about the potential tax benefit from exercising and the expected timeframe of the company’s eligibility. 

Exercise submission message

Upon submitting an exercise request, the Congratulations page will inform users that the shares are QSBS-eligible. It summarizes the conditions and links to an Equity Education article to learn more (highlighted in red).

Timing

  • General availability for all 409A customers by the end of Q1

Additional Resources

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