Orchestra has a ‘per stakeholder’ charging model, so that companies only pay for what they use (reflective of the value received).
Administrator and service provider accounts (such as those for your lawyers and accountants) do not count as paid stakeholders.
There are two types of paid stakeholder:
1. Investor
An investor is any person or entity who holds an outstanding security in your company, including: shares, nominee shares, convertible notes, SAFEs, shareholder loans, etc.
Orchestra excludes any historical shareholders from the count (eg. a shareholder who has since sold all their shareholdings).
2. Employee Share Scheme (ESS) Participant
An ESS (Employee Share Scheme) stakeholder is any stakeholder that is:
the recipient (whether employee, director, contractor etc) of an active* share scheme grant from a pool administered on Orchestra’s ESOP & options module, and / or
the recipient (whether employee, director, contractor etc) of a share purchase loan with a loan balance above $0.00 administered on Orchestra's Employee loans module.
*Inactive option grants are those that have expired or are fully exercised. These are excluded when counting ESS stakeholders.
What if a stakeholder is both an Investor and ESS?
A stakeholder that, under the same profile, has shares in a company (Investor) and is also a recipient of an active options or share scheme grant (ESS), will only be counted once as ESS for charging.
A stakeholder that, under the same profile, has shares in a company (Investor) and has an employee loan will only be counted once as ESS for charging.
If a stakeholder is listed multiple times on a profile with different ID numbers then they are recorded as different stakeholders and each one will be counted for charging. If you have stakeholders that need to be merged, please contact us.
What if an investor has a holding via multiple entities?
If an investor is a shareholder under their name as an individual (eg. Bob Clarke), but also has a shareholding under a separate company entity they're also a part of (eg. Bob Clarke's Trumpets Limited), then they will be counted as two separate shareholders.