How Carta does board consents

How Carta does board consents

Author: Michael Wu
Read time:  2 minutes
Published date:  23 June 2020
In this article, our general counsel breaks down how to digitally execute board consents on Carta. Download a free board deck template to get started and see how Board Management software can transform your startup.

At Carta, we first built a cap table management product to streamline equity management and to make archaic paper stock certificates obsolete. We are now solving a similar problem with board consents. 

Historically, board approvals (aka actions by unanimous written consent) have relied upon a clunky workflow that is prone to human error, and the alternative is to wait until a meeting to approve verbally, only to record the decisions made after the fact, often days or weeks later.

>> What should you put in a board deck? Learn more and download a free template here.

With Carta board consents, we allow these important decisions to be made in real-time and digitally—and hold them in one secure system for all necessary parties to access at any time.

Additionally, since all option issuances require board approval, we’ve combined the board consent and option issuance workflow to create one streamlined flow.  

In this post, I will outline how Carta has been doing board consents over the past couple of years, how that’s made my life easier, and why you should try it too. 

How Carta does board consents

I will break down how we execute board consents at Carta into three steps, in this case specifically for the approval of option grants. In a nutshell, first we prepare the list of grants, then we set up the board consent in Carta, and finally, we review and publish the board consent to the board members.

Prepare list

At Carta, our People team keeps a running list of the option grants that have been committed but not yet granted (typically these consist of our recent new hires) which includes all of the necessary details (such as number of shares, strike price, vesting schedule, etc.). When we’re ready to go to the board for approval, we take the list of committed grants and input the information into a Carta import spreadsheet. ( Here’s how to issue new option grants in bulk. )

Pro tips: 

  • Keep an updated, organized list of committed grant information

  • Use the Carta import spreadsheet for grant approval (new drafting flow coming soon)

Set up in Carta

Once we have the details of the new option grants finalized, we import them to Carta in bulk using our option import tool or draft directly into Carta. Once imported, the next step is to create the board consent, which will automatically pull in the drafted option grants for approval.

Pro tips:

Review & publish

After we set up the board consent in Carta, I’m able to review it before publishing to board members for approval. Carta even allows you to insert a short summary of the consent in the email notification which helps me communicate to board members the actions being taken in the board consent. Most of our board members approve consents on the same day.

Pro tips: 

  • Review draft board consent

  • Publish the board consent to the board members

  • Send follow up via email

I believe all board consents of the future should be digitized in one streamlined workflow and deep-linked to the option grant, allowing for faster due diligence and even help with liquidity.

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Author: Michael Wu
Mike joined Carta in 2014 and is General Counsel. Prior to Carta, he practiced startup law in Palo Alto, and prior that, worked at an early stage social venture in East Palo Alto teaching entrepreneurship. He’s passionate about startups and entrepreneurship.
DISCLOSURE: This communication is on behalf of eShares Inc., d/b/a Carta, Inc. (“Carta”). This communication is not to be construed as legal, financial, accounting or tax advice and is for informational purposes only. This communication is not intended as a recommendation, offer or solicitation for the purchase or sale of any security. Carta does not assume any liability for reliance on the information provided herein.