Closing a successful equity crowdfunding campaign is only the first step. After that, it is necessary to Maintain new member engagement and properly manage their entry into the corporate structure. This second aspect is often underestimated, but it is crucial to ensure continuity, order and transparency in the corporate governance.

Crowdfunding, in fact, introduces a diverse and potentially large audience of investors: individuals who, while not having an operational role, acquire rights and expectations that the company must know how to manage professionally.

In this article we look at all the practical and regulatory issues facing Italian companies After closing an equity crowdfunding campaign to manage new members: from paperwork to reporting, from cap table management to investor relations, and strategies for maintaining a flexible corporate structure for possible future extraordinary transactions.

Post-campaign documentation and legal requirements

After the completion of the equity crowdfunding campaign, the first step to Formalizing the entry of new members is the production and transmission of the necessary documentation to the relevant agencies. The main fulfillment is the Notarized resolution of capital increase, which officially sanctions the issuance of the new units or shares subscribed by investors through the platform.

This fulfillment takes place in two stages:

1. Notary public's ascertainment of the subscription of the open capital increase prior to the campaign, in compliance with regulations
2. Filing of the signing statement with the Registrar of Companies, within 30 days of notarization.

Next, you can proceed with the Formal transfer of units or shares to new members and the updating of corporate records (register of members, shareholder book, bylaws, etc.).

Administrative requirements vary depending on the legal form of the company:

• In the case of LLCs, no longer required by law to keep the shareholders' register since 2009: the effectiveness of subscriptions and transfers of shares is linked exclusively to the registration of the notarial resolution with the Companies Registry. The same applies to simplified LLCs, which have never been required to maintain a shareholders' register. 
• For Spas, on the other hand, it is necessary to update the register of shareholders or the register of registered shares, if the shares are not dematerialized, and to report the new holdings to the depository intermediary if the shares are dematerialized.

Other paperwork requirements include:

• Communications to the crowdfunding platform, which plays an intermediary role until the transaction is actually closed and may require additional documentation to validate the transaction and forward communications to users in their accounts.
• Investor disclosures, who must receive confirmation of the subscription and entry in the shareholder register or share register and certification of the subscription, which is useful for tax purposes.
• Updating the chamber of commerce view, which must reflect the new composition of the capital stock.

It is also important for the enterprise to take into account the technical timelines of the payment manager, who can disburse the funds collected only after the formal completion of the required fulfillments. Subscribed capital will be made available only after successful completion of documentary and legal verification.

These steps require the support of the notary and accountant and must be planned precisely to avoid delays that could block the operation of the company or the disbursement of the funds raised.

Corporate framework of new equity crowdfunding partners

One of the most sensitive aspects of post-campaign management concerns theframing of new members within the corporate structure. Depending on the choices made during the equity crowdfunding design phase, the entry of dozens or hundreds of investors can have A very different impact on corporate governance.

We discuss them in this post-campaign article because they have direct consequences on this phase, but we emphasize that such choices must be made BEFORE the campaign, to avoid complications afterwards and ensure clean and smooth management of the corporate structure. 

Property and administrative rights

The first basic distinction concerns the fees associated with dues Or actions offered in the countryside. It is possible to predict:

• Shares with full property and administrative rights (voting rights, participation in meetings, etc.);
  
• shares with property rights only, excluded from assembly deliberations;
  
• "hybrid" quotas, which grant limited rights or only under certain conditions (e.g., exceeding capital thresholds).

Italian regulations allow for broad customization, but impose precise limits: for example, non-voting members cannot represent more than 50% of the share capital.

Most of the shares sold in equity crowdfunding campaigns are shares with equity rights only. The other types of shares are usually used to investors of special strategic or economic importance.

Statutory protection clauses

To maintain control of the company, especially during scale-up or in anticipation of future rounds, it is essential to prepare ad hoc statutory clauses, such as:

• Drag along (drag right): allows majority shareholders to force minority shareholders to sell their shares to third parties on the same terms.
  
• Tag along (Co-sale right): protects minority shareholders in case of sale of majority shares.
  
• Lock-up: limits the transferability of shares for a certain period.
  

These clauses can be included in the bylaws or regulated in shareholders' agreements, to be signed separately.

Tools for simplifying governance: SPV and trustee

To prevent a multitude of microinvestor partners from complicating the management of the company, many companies opt to use aggregator vehicles, including:

• SPV (Special Purpose Vehicle): a special purpose vehicle, often an LLC, into which investors flow. Within the cap table of the investment target company, only the SPV appears as the sole shareholder.
  
• Collective trusteeship: a trust that unifiedly represents investor members, simplifying administration and voting.

Many companies question whether such instruments should be decided first of the campaign or can also be introduced after. In general, as already anticipated:

• È preferable to define everything ex ante, specifying it in the bidding documents.
  
• However, it is possible to establish an SPV even after the fact, provided that the shareholders voluntarily agree to contribute the shares and that the tax and civil law obligations related to the transfer are met.
  

Post-campaign reporting

Those who participate in an equity crowdfunding campaign become, for all intents and purposes, partners and as such are entitled to be informed about the company's progress. The post-campaign reporting is thus only partly an obligation, but more importantly, a key tool for consolidating trust and preventing misunderstandings or future conflicts.

Minimum disclosure requirements

According to Italian law, LLCs are not required to prepare and publish a proper management report, but they must still:

• Approve and file the operating budget At the Registrar of Companies;
  
• guaranteeing members theaccess to corporate documents (e.g., minutes, resolutions, relevant contracts) upon request;
  
• Call a meeting if provided for in the bylaws or if requested by a qualified membership.

In the case of the Spa, on the other hand, the disclosure requirements are more stringent: the provisions of the Civil Code relating to the preparation of financial statements, the management report, and the mandatory convening of the annual shareholders' meeting apply.

Good practices of periodic communication

Even beyond the legal requirements, it is strongly recommended to prepare a Periodic communication plan to members, which includes:

• one quarterly or semiannual newsletter with economic performance, activities carried out, achievements and future goals;
  
• sending the financial statements with an explanatory note, which helps even those without accounting skills to interpret the data;
  
• any extraordinary communications (new contracts, partnerships, financing rounds, acquisitions, governance changes).

This type of communication not only complies with good transparency practices, but also helps keep investors actively involved, who can become brand ambassadors or contribute new resources, contacts or know-how in the future.

We talked about this in a another article devoted to the post-campaign phase, focused on the aspect of continuous investor communication and engagement rather than administrative management.

Digital tools to facilitate reporting to equity crowdfunding partners

To simplify the management of communication with dozens or hundreds of members, several digital solutions exist today:

• investor relations portals That can be integrated into the corporate site;
  
• Specialized platforms for secure publication of confidential reports and documents;
  
• CRM where to create restricted sections For the membership area;
  
• Evolved email marketing tools (e.g. Sendinblue, Mailchimp, Mautic) with target segmentation and automation.

Clear, regular, and easily accessible information strengthens the relationship between the company and investors and contributes to stronger governance. 

Cap table management with equity crowdfunding partners.

An equity crowdfunding campaign involves theexpansion of the corporate structure. It is important to guide this expansion and not let it happen randomly and uncontrolled. Even if each individual investor holds a minimal stake, in fact, the whole can generate a crowded cap table and difficult to manage, especially in view of future extraordinary transactions (M&A, new rounds, entry of institutional investors).

What does a complex cap table entail?

A messy or too fragmented cap table can hinder or complicate:

• the decision-making readiness In assembly;
  
• the due diligence In case of investment or sale transactions;
  
• the evaluation of the company By third parties;
  
• The management of property and information rights of dozens of members. 

This is why it is crucial to equip yourself with appropriate tools, right from the start: this is also something to think about even BEFORE the campaign launch.

Software and digital solutions

There are several software programs designed to simplify the management of corporate holdings. Here are some useful solutions:

• Capdesk
• Eqvista
• Paper
• Upstock
• Equidam
• Seedblink.

In addition to these, more generic tools such as. Professional Excel with preset macros, Advanced CRM o business management with dedicated modules may be sufficient for less complex corporate structures.

The most advanced cap table management software allows integration with:

• accountant and legal counsel, to simplify compliance reviews;
  
• equity crowdfunding platforms, to automatically import the collection data;
  
• electronic signature systems and secure document storage.

Investing in a cap table management system is not only an operational matter: it is also a signal of soundness to financial partners, strategic partners, and potential buyers.

Management of the membership in case of exit or entry of new members

A well-organized cap table is not only useful in the day-to-day management of the company, but also becomes Strategic in view of extraordinary operations: sale of the company, entry of new industrial or financial partners, mergers or new rounds of collection.

The management of the exit

In the case of selling the whole company or a major part of it, the presence of many shareholders may be an obstacle if no provision has been made for statutory protection clauses. The most important are those we have already mentioned just above: drag along, tag along e lock up.

These clauses must be included ex ante in the articles of association or shareholders' agreements. If they are not, it will be necessary to gather the individual consent of all the members involved to include them ex post, which will take a long time and risk opposition.

The entry of new professional investors

In the case of subsequent rounds of financing or the opportunity for fund entry, a frequent requirement of investment stakeholders is a streamlined and easily manageable cap table. We had talked about it in a Webinar with an investment fund specializing in startups. Two recurrent strategies for achieving this goal are:

• Establishment of an SPV where to bring in crowdfunding partners by contribution of shares. This can be done either before or after the campaign, but as mentioned above, it is ideal to do it earlier to avoid complications.
  
• Transfer of shares to a trustee acting on behalf of investors, simplifying governance and centralizing communications. The same point made for the SPV applies regarding when to carry out this operation.
  

Involvement of members in extraordinary decisions

Finally, it is worth mentioning that some transactions (mergers, divestments, capital increases) require a vote of the extraordinary shareholders' meeting. If crowdfunding partners hold shares with voting rights, it is necessary:

• Convene them in the manner prescribed in the statute;
  
• achieve the deliberative quorums required by law or statute;
  
• Arrange effective and transparent communication to obtain the necessary consent.

Therefore, even in the months and years following the campaign, maintain a cohesive and well-informed membership base represents a concrete competitive advantage.

A company that knows Managing its corporate structure in an orderly manner is a more solid company, more attractive to institutional investors, and more ready for growth or exit opportunities. Conversely, neglecting this stage can undermine hard-won credibility during the crowdfunding campaign.

Addressing this issue from before the launch of the campaign means turning a capital-raising operation into a true path of entrepreneurial development, where new members are not an administrative burden but a strategic resource.