There are three circumstances in which documents for signature may be uploaded onto Main Street Exchange:
- If a Company has an ACTIVE securities offering (Financing Round), the Company may upload the purchase documents for that round.
- If a Company wants to have an individual user sign documents (i.e., option grant documents, historical clean-up for past rounds not on Main Street Exchange).
- If a Company wants everyone in a User Group (e.g., Board of Directors, Shareholders) to sign the same document.
This guide answers some FAQs related to each of these three scenarios and how to upload your documents onto Main Street Exchange.
QUESTION: How do I upload signing documents for an Active Financing Round?
First things first, a Company must actually have an Active Financing Round in order to upload those documents. The easiest way to create an Active Financing Round is to go to the Setup Checklist (click on “My Company” in the top navigation menu) and then click on “Add Financing Round” in the Setup Checklist. That will take you to the Financing Rounds Page (which is also accessible by clicking on “Financing Rounds” in the left-hand navigation menu).
- On the Financing Rounds page, click on the “Create Financing Round” button to walk through the Financing Round wizard.
- First you will be asked “What type of securities are you offering?” There is a drop-down menu with the types of securities that you may be offering. You can also select “Custom” if you do not see the type of security you plan on selling in that list. For a discussion of types of securities that Company’s may typically offer, you can go to Main Street Exchange’s Knowledge Base “So you want to Fundraise…now what?”
- You will next be asked “Will this be an active offering?”. Note that, if you select Yes, fees may apply before you can make your offering live to your investors.
- The next page will ask for all of the information about your offering. There are tooltips for every potential entry, so if you’re confused, just scroll over the question marks next to the categories for help. NOTE, this is where you will put in the text of the email that will go to your new investors once you approve their signed documents. YOU SHOULD INCLUDE YOUR COMPANY’S WIRE INFORMATION IN THIS EMAIL SO THAT YOU CAN GET PAID! A typical email looks like this:
“Thank you for your investment in [Company Name]. Your signed documents are below and now all that is left is for you to fund your investment. The wiring information for [Company Name] is as follows:
Account Name: [Name on Company’s bank account]
Account Number: [Company’s bank account number]
Routing Number: [Company’s Bank’s Routing Number – ask your bank or look at a check to find this. Also usually available on the Bank’s website once you login to your account online.]
Bank Name: [Name of Company’s Bank]
Bank Address: [Address of branch where you bank. Again, you can pull this from a check. You can also just go online and look at your nearest branch if you are not sure.]
Bank Phone: [Phone for branch where you bank. Wherever you find the address should be the phone.]
Thanks again and all of us at [Company Name] are excited to have you on board!
NOTE: We HIGHLY recommend that you create a document with your wiring instructions and upload it into your Documents room under the category “Offering Documents” so that your investors can see that information before they get this email. This will often make the actual wiring process significantly faster.
- Click “Create” at the bottom of the form and your round is almost ready for new investors!
QUESTION: Now that I have created an Active Financing Round, how do I upload signing documents for that round?
Okay, so we didn’t answer this question in “A” above because we wanted to make sure you created your Active Financing Round. Now you have, congratulations!
There are two different places where you can upload signing documents. The first is on the Financing Rounds page (accessible by clicking “Financing Rounds” in the left-hand navigation menu). Once you have an Active Financing Round, there will be a button that says “Upload Signing Documents” to the right of your Company’s Name. The second place is on the “Documents” page (accessible by clicking “Documents” in the left-hand navigation menu). The same “Upload Signing Documents” button will appear on that page to the right of the Company’s name. If you select “UPLOAD DOCUMENT” instead of “UPLOAD SIGNING DOCUMENT” you will NOT be creating a signing document. You will simply be uploading a document to your dataroom. While we suggest that you upload all forms of signing documents into your dataroom under the category “Offering Documents” you will NOT be making those into signing documents if you do only that.
When you click on “Upload Signing Document”, you will be in the Template Upload wizard. This is where you either click to access your computer’s files to select your PDF or you drag and drop in your PDF (all documents MUST be PDF) that you are using. If you have already hard coded the document (see our Knowledge Base “How do I Hard Code a Signing Document?”) you can select the top circle. If you want to drag in Form Tags (don’t forget to leave spaces in the original document so you can drag in the Form Tags), select the second circle. If the Company needs to Countersign the document, also select the bottom (4th) circle. Otherwise, the default is that the document will not need to be Countersigned.
You will want to name the document something that will be clear that this is the final executed version (e.g., “[Company Name] SPA (signed)”). This is the document that will be sent to investors once they sign and it will also be kept in the Company’s records on Main Street Exchange.
Hit Upload, and you’re done. Note that you can upload as many documents as you need to for a Financing Round – so if there are multiple documents to be signed, just repeat the process above for each document to be signed.
QUESTION: I’ve uploaded signing documents and now I want investors to be able to sign them, how do I do that?
If you have an Active Financing Round and you have uploaded your signing documents, you can turn on the “Invest Now” button for Investors.
To turn on the “Invest Now” button, you will have to edit your Company’s listing. To do that, click on “Edit Listing” in the left-hand navigation menu. Scroll down the Edit Listing page until you see the “Display or Hide the ‘Invest Now’ button when an offering is active.” If “Hide” is selected, investors will not be able to commit to a purchase and sign their documents. If “Display” is selected, the “Invest Now” button will appear on the INVESTOR VIEW of your listing and investors will be able to commit to their investment and sign the documents right on Main Street Exchange!
Note that you should talk to your legal counsel (assuming you have one) before making the “Invest Now” button available. You want to make sure that you have received all of the proper Company approvals (and any current stockholder approvals, if required) before you actually sell more securities. You also want to be sure your company documents (Charter for a corporation, Operating Agreement for an LLC, partnership agreement for an LLP) permit the offering and that there is enough stock (or units) authorized if this is an equity offering.
QUESTION: How do I countersign investor documents in an Active Round once an investor has signed them?
Once an investor signs purchase (and other related) documents for an investment, the primary email address on file for the Company (the main Company account on Main Street Exchange) will receive an email notice saying there are documents to be signed. There will also be a notice on the Company’s Main Street Exchange Account saying that the documents need to be signed. When the Company clicks on that notice, it will be directed to the document review page and will be able to countersign there. Whoever countersigns the document through Main Street Exchange needs to be an authorized signatory of the Company. If you have any questions about who your authorized signatories are, you should ask your legal counsel or check your governing documents, board minutes and bylaws.
QUESTION: How do I send documents to an individual for signing?
To send a document to an individual Linked User for signature (for example, an option grant notice or an employment agreement or NDA), you can click on that user’s name on the Linked User page (available by clicking “Add/Edit Investors” in the left-hand navigation menu). On that page, you can send documents for signature directly to that Linked User individually by clicking on the “Send Document for Signing” button on that page and then using the Send Document Wizard. That document will be sent directly to that Linked User for signature, and then stored on Main Street Exchange under that user’s records with your Company on the Linked User information page. You must hard code any signature form tags into documents you send to an individual signatory directly. For instructions on how to do that, see our Knowledge Base “How do I Hard Code a Signing Document?”.
QUESTION: How do I send documents to a group for signing?
You are able to send documents for signature to specific User Groups (i.e., Board Resolutions, Shareholder Votes) by clicking “Send Documents” next to the User Group name on the User Groups page (accessible by clicking “User Groups” in the left-hand navigation) and then following the Send a Document for Signing Wizard. You can also track which of your Linked Users in a User Group have signed documents by clicking on “Document Status” next to the User Group name on the User Groups page. You must hard code any signature form tags into documents you send to a User Group directly. For instructions on how to do that, see our Knowledge Base “How do I Hard Code a Signing Document?”.
If you would like to create groupings for your Linked Users (such as “Board” or “Executive Officers” or “Class A Shareholders”), click on “User Groups” in the left-hand navigation. On the User Groups page, you will be able to create custom groups and then assign your Linked Users to those User Groups. You will also be able to send documents for signature to specific User Groups (i.e., Board Resolutions, Shareholder Votes) by clicking “Send Documents” next to the User Group name on the User Groups page and then following the Send a Document for Signing Wizard. You can also track which of your Linked Users in a User Group have signed documents by clicking on “Document Status” next to the User Group name on the User Groups page.