The Nominee Structure

Administrator

September 05, 2022



For the very simple reason that fundraisers shouldn't have to do all the work of onboarding and managing dozens, maybe even a hundred or more investors- investors shouldn't also have to worry if their dozens of portfolio of investments are properly documented.

Our nominee arrangement aspires to remove headaches and friction from dealing with mountain loads of paperwork that investing carries with it.

Round One makes crowdfunding work by assisting fundraisers in carrying out various corporate actions, funds, and ownership transfers via our nominee arrangement. We also facilitate fundraisers' accountability to investors by being a single point of interface for all users to accomplish legal and administrative requirements related to the investment process.

It's challenging enough to run a business or make good investment decisions- paperwork should be the last thing on your mind- and that's where Round One works hard to remove headache and friction.

 

For Fundraisers/Issuers

You work while Round One takes care of your paperwork. 📃

For fundraisers, our nominee structure enables us to receive and disseminate, on your behalf, important notices, such as stockholder meetings, to your crowd-investors through our platform.

Our nominee work also includes distributing dividends or other forms of payments to investors, securing proxy votes, and some regulatory reporting (such as beneficial ownership filings and your Annual Report).

 

For Investors

You, the investor, are the SEC-reported beneficial owner of any security instrument you invest in through Round One, and you may exercise rights as accorded to you by the Corporation Code of the Philippines, based on the type of instrument you hold. Our nominee structure will allow you to own legal title over your investments without needing to exert much effort to exercise your rights. 🙋🙋‍♂️💬

When it comes to your rights and perks as shareholders, creditors, or security owners of various Round One fundraisers, we - as your nominee - will help you stay on top of any updates with fundraisers you have invested in, concerning the terms of your convertible note or SAFE agreements, options, and triggering events that you'll need to be aware of, as well as notices concerning subsequent funding rounds, buy-backs or buy-outs, and any other situations that could have a major bearing on your investments and your ability to realize a return from them.

 

Secondary Sales

Finally, the nominee structure allows us to facilitate secondary sales easier by coordinating with both fundraisers and investors, and of course, handle the paperwork to secure tax clearances and other tax requirements prior to a transfer of ownership so all that is left is for you to go over and sign them.

See also, review and understand: Section 7.9 of your dashboard Investment Agremeent: Nominee Structure for investor-users and, Section 13.5 of your dashboard Issuer's Agreement: Post Campaign Relations for fundraiser-users.

and

FAQ: Where can I find documentation that indicates my ownership of securities?

 

Further Reading 🚴‍♂️

To put things into perspective, the nominee structure is also the current industry standard for stock market trading here in the Philippines, as well as various (but not all) jurisdictions around the world. Billions of pesos worth of stock exchange shares change hands every day. Online and traditional stock brokerages will hold customers' listed-company shares as a nominee entity to easily net-out the buying and selling of the hundreds of thousands of trades after market close.

At the end of every trading day, the brokerage will then ensure your transactions, cash and shares are all accounted for in your individual accounts. Otherwise, imagine if you personally- had to give permission to issue or recieve an actual stock certificate everytime you hit "buy" or "sell" on your trading platform. It's enough to make someone buy physical gold 🧈 and bury it in the ground.

Listed-companies send their cash dividends directly to stock brokerages who accept these payments on behalf of its customers for subsequent distribution. San Miguel Corporation's treasury department would very much not like to issue a million-or-so dividend cash payments every year to its ever-changing investor-base. Your average stock market investor would also not like to chase down 25 different listed companies for their dividends and other matters related to their investment. 

Our nominee arrangement is analogous to what we just described, all with the purpose of streamlining what really matters to fundraisers and investors- raising funds and earning returns 💰.


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