Securely store and share documents in Data Rooms

We’ve introduced a few updates to Data Rooms to provide you with a secure and streamlined way to upload and share documents from within Carta.

Centralize document storage and sharing workflows in Carta

With the new sharing capability, you can:

  • Increase efficiencies and gain a single source of truth by centralizing your document storage and sharing workflows within Carta
  • Streamline the investor due diligence experience during fundraising by inviting them to view documents in a dedicated fundraising Data Room
  • Provide external parties secure access to documents during annual audits or create Data Rooms for sharing quarterly updates with interest holders

Get started

Admins can manage Data Rooms by navigating to the Documents tab. 

Here, you can create a new Data Room by clicking the button in the top right corner.

You can give the Data Room a name. Additional settings that will allow you to watermark PDF files and require NDAs are coming soon.

Upload documents into the Data Room and organize them in folders.

You can share data rooms by clicking the Manage data rooms button and then Manage sharing.

Share Data Rooms  with others using their email address. You can also see who you’ve already shared the Data Room with.

People you share Data Rooms with will receive an email from Carta inviting them to log-in to their Carta account or create an account to view the Data Room.

 For more information on Data Rooms, please visit our support site.

In-app Management Fee Approval

Approve Management Fees in App

What's new?

You can now review and approve management fees directly from your Carta account. When it’s time to review your management fees for a select period, you will receive an email with a link, as well as a task in Carta, that will take you right to the calculations for review.


What’s important or valuable about this change?

The new feature will make it easier for you to review and approve management fees without having to email your Fund Administrator.

What do I need to do?

a) Select "Review and approve management fees" from the email sent to you by Carta (you will receive this email before the start of every quarter - contact your Fund Admin if you have any questions or concerns.




b) Or go to “Notifications” on the sidebar, under the fund you’d like to review management fees for, and click on the task that says "Review Management Fees".

 

Select Continue to progress through the workflow.

Review your quarterly management fees, and select the expand button on the table to see a breakdown of fees across investors, as well as which investors are new or have side letters.

 

If your fund admin sent a separate file with the fee schedule, you will see a link to the document that will open in a new tab

a) If the fees and the fee breakdown look correct, select "Approve Fees".

b) If the fees and/or the fee breakdown look incorrect, select “Request Changes”, specify the changes you’d like to request, and upload a supplementary document, if necessary, before submitting. 

 

If you choose to approve fees, select which transfer option best suits you

Once submitted, you will see a confirmation

 

If you have any additional questions, please contact your fund administrator or account manager. 



Introducing Luxembourg SPVs

What's new?
You can now fund the next global deal from anywhere in the world. 

We are introducing Luxembourg SPVs by Vauban from Carta—the easiest and most cost-effective way to launch an SPV in Europe. Following the release the first fully digital Luxembourg venture fund product, we’ve expanded our offering to service SPVs.

Our end-to-end platform handles everything from SPV formation and banking to LP onboarding and administration.

How it works?

Login to the Vauban Platform to your universe to create a new deal.

Click on + New Deal in the top right-hand corner. 

Step 2: 

Choose Luxembourg as your SPV Jurisdiction!

Step 3:

Set up your SPVs by providing the necessary information. We take care of the legal generation, banking, investor onboarding, and closing.


Raise internationally
Luxembourg SPVs are built for international investors. Fund global deals and onboard LPs across 72 countries and 135 currencies.

Reduce costs
Luxembourg is home to venture capital and private equity in Europe, but the costs of setting up an SPV can be as high as $300,000. With Vauban from Carta, you can spin up an SPV for a fraction of the cost.

Save time
Our end-to-end platform allows you to skip the time-consuming regulatory and legal demands of raising in Europe. This will enable you to focus on finding unicorns and building your investor base.

What do I need to do?

To learn more about Luxembourg SPVs, click here.

If you’re interested in setting up a Luxembourg SPV, please reach out to hello@vauban.io


Commitment Increases in Carta Closings

What’s new?

Fund managers using Carta Closings can now easily increase their LP’s commitments directly in the Carta platform. 

We made closings even easier for you and your investors 

Save time by using our new, standard template that allows you to quickly execute a commitment increase for an LP who has subscribed to your Fund or SPV. Simply enter the details of the commitment change, sign, and share with you LP. 

How does it work?

1. On the Partners tab, select the LP whose commitment or contribution you would like to increase.

2. Enter the information required on our template:

  • Manager name: The name of the managing entity for the Fund or SPV
  • LP signatory: The LP, or the contact who will be signing on behalf of the LP
  • New commitment amount: The additional commitment amount the LP will be agreeing to
  • Effective date: You have the option of designating an effective date or making the effective date the date the LP signs the document 

Then, review and sign the document that reflects the adjustment to the commitment amount. 

3. Last, your LP will receive an email notification that the document is ready for their review and signature. They can easily e-sign the document using their LP Portal.


After the LP signs, the commitment increase is automatically booked in the Carta platform. Plus, Carta will share the countersigned documents with all parties. 

Carta makes this standard template available to all fund administration and SPV customers. You must first check with your counsel to ensure this template is suitable for your needs, and that you understand the legal and regulatory implications of increasing an LPs commitment amount prior to using this feature. 

How do I learn more?

To learn more about this feature, please reach out to your account manager.

Have additional questions about Carta Closings? Check out our fund manager resource and LP support article, or request a demo.
 

Revenue Procedure 2002-50 (Company Tax and Compliance)

What's new?

Carta has made it easier for private companies running a tender offer to invoke IRS Revenue Procedure 2002-50, which is applicable to certain transactions involving the exercise of options and sale of the resulting securities during a transaction on the same day. This procedure allows for the exclusion of those same day option sales from Form 1099-B reporting if certain conditions are met. For example, this may apply to cashless exercised options in connection with a secondary transaction on Carta where there is no capital gain (Sale Price = Fair Market Value).

How does it work?

To make a Revenue Procedure 2002-50 election on an applicable transaction, company administrators may request an Officer Certificate template from Carta to complete and get signed by a Company Officer who has the authority to make decisions on the tax treatment of cashless exercises in a tender offer.

Fig 1: Sample of an Officer Certificate

The completed form can then be returned to Carta, who will then trigger the Revenue Procedure. 

Any employee whose transactions on Carta were excluded from 1099-B reporting as a result of Revenue Procedure 2002-50 will, if applicable, receive a supplemental Disclosure Statement detailing the fees and gross proceeds on cashless exercises of options so they can complete their Form 8949 reporting. Compensatory income from cashless exercises is reported as ordinary income on the W-2.  

This statement will be delivered electronically by February 15th of the following year in the same manner as all other tax documents on Carta. No such statement will be generated if the employee was not charged any fees by Carta.

Fig 2: Sample of IRS Revenue Procedure 2002-50 Disclosure Statement

The company administrator can also generate a new report of all the Disclosure Statements issued after the transaction. The Revenue Procedure Disclosure Statements Report will assist in auditing transactions ahead of the tax season to ensure completeness and accuracy for tax filing purposes. The report can be found under your Reports section in Carta.   

Fig 3: Sample of Disclosure Statements Report

Make tax reporting easier for same-day option exercises and sales during a tender offer by invoking Revenue Procedure 2002-50

The Revenue Procedure feature will:

  • Remove an employee’s burden to reconcile their Form 1099-B and Form W-2 when determining their Taxable Income after a same day option exercise and sale
  • Reduce the risk of paying capital gains tax on proceeds that were already taxed as ordinary income

Reach out to Carta to get the process started

Is your company running a tender offer? If so, the Revenue Procedure 2002-50 will be enabled on the platform after returning a completed and signed Officer Certificate to Carta. Companies who ran a tender offer previously in 2022 can retroactively upload the appropriate Officer Certificate to benefit from this feature until the end of 2022. Please contact your CSM or Liquidity representative for more information.


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.

Updated Form 3921 Dashboard with Consolidated 3921 Statements (Company Tax & Compliance)

What's new?

After reviewing customer feedback, Carta made several user experience enhancements in the Form 3921 dashboard.

Carta now aggregates individual Form 3921’s for ISO exercises into consolidated statements for ease of use. Individual Copy B’s are still available to download if required. These statements will be available in participant portfolios when companies generate their 3921’s. 

The enhanced user experience also allows company stock administrators to download the Manage Stakeholder Details report to review all stakeholder records at once instead of in a paginated view within the Administrator Experience. Companies with 50+ stakeholders now have enhanced filter and sorting capabilities (e.g, select one or multiple years to download the Stakeholder details ledger) to better analyze historical data.

There is a new tab for “Exclude Transactions” for further flexibility if company administrators need to suppress reporting on individual option exercises. 

How does it work?

The new Form 3921 Dashboard is available now to all companies subscribed to this feature.

Reach out to Carta to get the process started

Reach out to your CSM to enable Form 3921 reporting if you are interested in upgrading your subscription. Public Market companies will have this enabled by default.


 

Valuation Updates for SAFEs and Convertible Notes In-App

What's new?

Valuation Updates: Easily mark up or down SAFEs or convertible notes!

What’s important or valuable about this change? 

We've expanded the capabilities of our valuation update flows to enable clients, where appropriate, to mark up or down SAFEs or convertible notes. We created an addition to the flow which highlights audit and other considerations clients should have when marking up or down convertible assets, and given them the ability to complete this when applicable for their use case.

What do I need to do?

Check out a step by step guide on updating your valuations in-app here.

Here is a summary of how it works: 

  1. Login to Carta, navigate to investments, and click “Update Valuation”
  2. Add a new share price or holding value (the full value of your investment in the asset) for each investment you want to mark up/down
    1. Optional: submit any supporting documents like cap tables/purchase agreements
  3. Carta will check your input for accuracy and automatically post successful changes to your SOI, IRR, and financials. Otherwise, we will review the update first and reach out as needed.

As a reminder, here is a walkthrough of in-app valuation updates:

  1. Log into Carta and navigate to the fund with the investment that you want to update. 
  2. Go to the Investments tab on the top navigation bar and select the Update Valuation option in the top right side of the page. 
  3. Select the portfolio company (or companies) for which you want to update the asset values.

Note: Convertible assets are not able to be selected for marking up or down. For common questions about types of valuation updates, see this FAQ in the Valuations 101 support article, highlighted below,

  1. For each investment, specify the new price per share. For assets without shares, specify the new total holding value. You can observe the change in gain or loss based on the new value. 
    1. Value per share vs total holdings value: Assets that have shares can be marked up or down by share price, or by total value of the asset. These include preferred and common equity.
      Assets that do not have shares and change in value can be marked up by total holdings value. These include Partnership interest and membership interest. Reach out to your fund administrator if you have a specialty asset type and need assistance.
    2. Document support: Supporting documentation is strongly encouraged, but may be added later by emailing your fund administrator. Stock Purchase Agreement is preferred, however any documentation from the company that indicates the new value/value per share and is credible should be included otherwise for your FA to review. For unaudited funds, a screenshot of an email from the founder, for example, can also be provided for review, in absence of other documentation.
  2. Next, confirm which funds you want to apply this valuation update to. All funds in your firm that hold the portfolio company will be listed. In most cases, all funds should be selected. 
  3. You will repeat steps 4 and 5 for each portfolio investment you selected to update. 
  4. On the final review screen, confirm all the updates you made for each investment. Click Back to revise, or Submit if everything looks correct.
  5. After submitting, Carta will automatically check that the update is within reasonable range. If it passes, the changes will show immediately on the investment tab. If further review is required, a task will be generated for your fund administration team. If they need more information, they will reach out directly within 3-4 business days.  

Additional Resources:

FAQs for Updating Valuations


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