Although you can include strategy and objectives, it is a mistake to fill your shareholder agreement with matters that should best be covered in your business plan - a level even lower down the structure. Failure to respond to such an enquiry is an offence. It can be used for: new shareholders. The chapters explain the implications of, and requirements for, keeping information for each of the registers on the public register at Companies House. Download your document & complete it at your own pace. The subscribers and a company making an election must provide a statement with the election that no objection has been received. Our documents comply with the latest relevant law. ii) when a person ceases to be a director of the company. Companies are required to provide the shareholder register for free to current shareholders, while non-shareholders may be required to pay a small fee. A company must retain a historic register, and it must enter all required information relating to current members in its register. The information, including any personal data, will be publicly available (apart from any protected information). Further information on restricting the disclosure of PSC information can be found on GOV.UK. ii) an incorporated private company can elect, but only if all members have agreed to the election and, if the company kept any overseas branch registers, that those registers have been discontinued and all entries transferred to the companys register of members. According to the Swedish Companies Act (ABL), all limited companies must have a register of shareholders. Writing one, together with the other owners, is a process that allows you collectively to evaluate the risks to each of you. This guide goes on to explain what a company must do if it chooses to keep the information on the public register at Companies House, and what happens if having done so it subsequently decides to stop keeping the information in this manner and keeps the information in its own statutory registers. PSC details, including full date of birth, delivered to the registrar during the period of any election will still be available publicly even when the election has been withdrawn. that have lost their certificates. Install the app in your device, register an account, add and open the doc within the editor. The information to be delivered includes: For directors that are bodies corporate or firms, the register of directors will include: The company must also deliver directors information to the registrar in the following circumstances: To help us improve GOV.UK, wed like to know more about your visit today. A shareholder letter is written by the executives of a company to the shareholders, briefing them on its operations during the year. The Register of Member must be kept at the Registered Office of the company in Hong Kong. existing shareholders. (For example, the details of a person who has ceased to be a PSC during the election period. We will also refer to withdraw or withdrawal when such a company chooses to stop keeping that information on the public register. When a shareholder transfers part or all of the shares, the shareholder register must be updated to reflect the number of paid and unpaid shares. An agreement between the owners of a new company in any industry. They set out what must be delivered, when the information must be sent to Companies House, and what happens if your company decides it wants to keep its own statutory registers. Executive directors are employees, accountable to the company and its shareholders. On withdrawal, the company will need to maintain a register of PSC from that point onwards. A shareholders agreement allows you to plan for the worst so as to keep the business going. Let our legal team check that the document does what you intend. See our guidance on People with significant control (PSCs). When providing access to the shareholder register, a company must follow its internal charter and bylaws andthe state laws on the provision of shareholder information to third parties. However, unlike the articles, your shareholders' agreement is a private document that you don't have to file with Companies House or make publicly available. The limited liability that an incorporated business structure affords is an enormous advantage for startups, a small business, or a nonprofit over a general partnership or sole proprietorship because as its own legal entity, it reduces personal liability for losses. A detailed report on the elearning transformation from the finance experts. A second, more detailed version is also available; this may be more suitable for companies with a wider shareholder base and more than one class of share. These agreements are comprehensive in the cover of legal and management issues. You can elect whether to keep the companys directors usual residential address information on the public register either: WebUse this shareholder resolution template: if you are a private limited company registered in England, Wales or Scotland. WebThe register of members and share ledger is designed to provide a record of who the company shareholders are. During the period when an election is in force, a company does not have to keep a register of directors usual residential addresses. A company must note on the register of members that an election has been withdrawn and that information about members in the period when the election was in force can be found on the public register. A third-party registry service provider is tasked with maintaining and updating the register at an agreed fee. What differentiates your company from your peers?Your opening paragraph should set the tone and characterize the year. Next comes an overview of your financial benchmarks (revenues, earnings, research and development progression, etc.). Now, review the balance sheet and measures of financial health.Move on to a discussion of your important achievements, milestones, progress, and other key business.More items Another burning issue could be a sale to a third party. In some circumstances, you might decide that each shareholder may be a director or appoint some other person to be a director. You can file changes about your company records online. This choice, for private companies only, is an alternative to the obligation to keep those statutory registers at its registered office or a single alternative inspection address. Other minority owners retain all their statutory rights, but otherwise have no special protection. WebThis FREE downloadable share certificate template is suitable for use by a limited company by shares registered in England and Wales. WebFree Shareholder Agreement Template for Microsoft Word | Simul Docs Shareholder Agreement THIS SHAREHOLDERS AGREEMENT made this [Insert date] BETWEEN: [Insert name] of [Insert address] and [Insert name] of [Insert address] and [Insert name] of [Insert address] (the Company) BACKGROUND: A. Well thought out, and helpful template. WebShareholder Agreement Template. This guide is not drafted with unusual or complex transactions in mind. Please see our personal information charter for more information. The obligations of the historic register dont apply in relation to an election made by a subscriber who wants to form a company. Discussing these matters at the outset when starting a new business or when a new shareholder arrives and then recording them in writing limits the scope for a single member to scupper the plans of the other stockholders by claiming that he or she has never been involved in such decisions. Because the company is likely to focus on achieving a single outcome, particular emphasis is placed on exit arrangements, including re-structuring. Under English law, a person cannot formally be considered a shareholder About Templates. WebA register of shareholders is a list that shows who owns shares in the company. The main advantage of a Word document is that you are not restricted in what you can edit - you really can create an agreement that fits your business. A company that has made an election after incorporation must continue to keep the register that it was required to hold prior to the election (the historic register). The template is drawn on 30 years of practical experience of our legal team in these matters. It is the prima facie evidence of title to shares in a company. A stakeholder register template excel is used for the documentation logging of the project stakeholder information. Simply-Docs uses cookies to ensure that you get the best experience on our website. For example, you might give every shareholder an equal vote on decisions relating to the appointment of directors regardless of proportionate ownership. A shareholder list is a document that contains the list of all those people who have purchased the shares in the company. i) on incorporation, in which case the subscribers wishing to form the company must elect with the application to incorporate the company; or The election takes effect when its registered by the registrar. There is a power for the court to order rectification of members information on the public register. This is in line with the inspection requirements for the register of directors usual residential addresses if kept by a company. A shareholders agreement is a legally binding, private document that sets out further powers, rights and obligations that the owners have to each other and the company, beyond those that already exist under law or through the articles of association. File:Word(.doc) 2003+ andiPad The names of more shareholders can also be added to that list through the database. Our agreements do just that, covering a large range of matters, simply and logically. We use some essential cookies to make this website work. Disputes between owners and other stakeholders are expensive and can be disruptive and detrimental to the on-going operation of the business. The law relating to these documents is both corporate law (principally the Companies Act 2006) and commercial contract law. As a former director of numerous private and publicly listed companies, he includes practical, real world considerations. The company has to deliver information about its secretaries to the registrar, to be made available on the public register at Companies House. The box on the form refers to an exemption under section 790ZF of Companies Act 2006. Once all the shares of the company have been sold, the company prepares the list of all those people who have allocated the shares of the company. i) on incorporation, in which case the subscribers wishing to form the company must elect with the application to incorporate the company; or Of course, as your business grows, you can also revisit the document and amend it as necessary. For companies that keep their own register, their PSCs day of birth is withheld from public inspection. The obligations in respect of the historic register or index do not apply in relation to an election made by a subscriber wishing to form a company. ), name of the notary passing the deed on the acquisition of shares, date of discharge from liability granted in respect of payments not yet made (if applicable), details on acquisition/alienation of shares, basis for acquisition/alienation of shares (e.g. Itprovides clear and practical routes through the contentious areas of who controls what, and leaves the owners with an arrangement that maximises efficient, democratic management of the communal areas of their property. Before you download this template, you should review it completely so that you can know if it fits your needs. Proxy solicitation is a request that authorizes another shareholder to cast a vote at a shareholders meeting. Some of the information provided includes the name of the shareholder, physical address, date of inclusion in the register, number of shares held, class of shares, etc. You can change your cookie settings at any time. This is equivalent to the power of the court to rectify the register of members in section 125 of the Companies Act 2006. The information added in the section includes the class of shares, the number of issued shares, the date when shares were issued, the share certificate number for each share, and the payment status of shares held by each shareholder. Specialist professional advice may be needed in those circumstances. Its an offence for a company not to comply with this duty. The following tend to be commonly included in a shareholders' agreement. The articles of association set out how an individual company is run by the board of directors and the shareholders. Companies use the shareholder register to keep track of shares held by shareholders and contact them directly instead of going through a custodian bank. A shareholders agreement deals with issues of control: Every agreement will balance different shareholder interests in different ways, including: The type of business you carry out is less important than the contents of the document. However, a company may decline to grant access to the shareholder register if the third party intends to use the shareholder register for an illegitimate purpose. Register of Shareholders at 29.12.2021. The register may therefore not completely reflect the true ultimate owners, but rather record nominee shareholders. Technology Transfer. An agreement can also define what decisions a shareholder-director may take freely, without requiring a members meeting, allowing confident, decisive action when it is needed. We offer free support by email in respect of editing the document. Majority and minority owners need a comprehensive agreement to protect their interests, their equity, and possibly their debt investment. The election takes effect when it is registered by the registrar. July 15, 2022. A company must place a note in the historic register that an election is in force, when it took place, and that up to date information about the members can be found on the public register. We avoid legal terminology unless necessary. Venture Capital. The election takes effect when it is registered by the registrar. issuance, sale and purchase agreement, last will, and testament), name of the notary passing the deed on acquisition/alienation of shares, number and class of shares acquired/alienated, shares held following acquisition/alienation, number and class of shares held following acquisition/alienation, identifying numbers of shares held following acquisition/alienation, details of each holder of depositary receipts (certificates for shares), details concerning a statutory lien on shares, name and signature of the director/authorized representative of the company/legal entity. Wed like to set additional cookies to understand how you use GOV.UK, remember your settings and improve government services. Examples are: a property renovation, design and creation of a consumer product, orbuying a company in order to sell the assets. News stories, speeches, letters and notices, Reports, analysis and official statistics, Data, Freedom of Information releases and corporate reports. Shareholder registers are updated on an ongoing basis, as obviously, shareholders can change. You can register your private limited company online. In these circumstances, the company must provide all the information that must be contained in its register of members concerning persons who are current members, at the time the election notice is delivered to the registrar. When a company decides it wants to start keeping its own register of PSCs once more (withdrawal) The valuation depends on the parameters used, so your instructions are critical. Agreeing on a methodology for the valuation of private shares is important and can be done within the agreement. Wed like to set additional cookies to understand how you use GOV.UK, remember your settings and improve government services. However, it doesnt have to enter historic information from the period covered when the information was held on the public register at Companies House. The register includes details of shareholders, such as their name, address, the number of shares they own, class of shares held, date when they became a shareholder, and when they ceased being a shareholder. The election takes effect when it is registered by the registrar. It could be used by a shareholder looking to protect his investment, or by a professional advisor such as an accountant or solicitor. Doing so helps to ensure that owners are kept informed and that the most important decisions are made by them as a group, and not by the directors. The converse applies too. Where directors are also stock holders, as is so often the case, a director may be able to make decisions that benefit himself as a shareholder, but which are not in the interests of his fellow owners. During the period when an election is in force, a company does not have to keep a register of secretaries. Divide the equity in half to determine every of your proportional shares within the worth of the house, supplied you own it on a 50/50 basis. The beneficial owners of shares refer to the shareholders with voting rights attached to the shares. Like all Net Lawman documents, our shareholder agreement templates are in Microsoft Word format. For various reasons, many start-ups want vesting provisions. An agreement can also help resolve deadlock in decision making between the owners as shareholders. You can choose whether to keep the companys secretary information on the public register either: full name (or company name) date and place of birth (or date and place of incorporation) residential address (or registered office address) passport/ID details (or registration number) basis for the acquisition of shares (e.g. The shareholder register records the beneficial owners of shares. On withdrawal, the company must maintain its own statutory register of members. WebTry Rocket Lawyer free for 7 days. For example, you might choose to use a multiple of average EBITDA over a certain number of years, or a multiple of average net assets. This publication is licensed under the terms of the Open Government Licence v3.0 except where otherwise stated. The reason why to write one is not one of compliance with the law, but for the protection of your personal interests - even if you are a majority shareholder who owns more than half of the total share capital. Thought in advance about what subjects might be sensitive, and therefore likely to create disagreement helps avoid future disputes. Only you and other owners will know the arrangements you have. Some will require immediate action and therefore will be voted on. On withdrawal of an election, a company must enter in its register of directors all the director information relating to matters that are current and that are required to be contained in the register. creating a contractual right between each shareholder and the corporation itself). It will include a reference to the register of allotments and the register of transfer (if applicable). A register of all the registered shareholders of a company. This is not the case for a company that has not elected, where a directors day of birth is withheld from public inspection, and only the month and year are public. Financial Modeling & Valuation Analyst (FMVA), Commercial Banking & Credit Analyst (CBCA), Capital Markets & Securities Analyst (CMSA), Certified Business Intelligence & Data Analyst (BIDA), Financial Planning & Wealth Management (FPWM). The shareholder register also includes details about the issued shares of a company. Confirmation statement (CS01) added to the page, New forms RP06 and RP07 added to the Limited Companies Registrar's Powers forms collection. Reserved matters are decisions regarding the management of the company that can only be made having obtained consent from a special majority (shareholders who hold more than 75% of the voting shares, or possibly unanimity). That is, a shareholder can cash out his or her equity only after an agreed period has passed, or when his or her performance is satisfactory or when a certain event occurs. Securities held by Oyster and its Permitted Transferees in connection with the IPO. There is a power for the court to order rectification of the PSC information on the public register. The court may act where the name of the person has either been included or omitted as a member of the company without sufficient cause; or where the company has failed, or has unnecessarily delayed, in notifying the registrar that a person has become, or ceased to be, a member of the company. During the period when an election is in force, an elected company does not have to keep a register of directors. New collection for PSCs created for the PSC forms. The court may act where the name of the person has either been included or omitted, as a registrable person or RLE in relation to the company without sufficient cause; or where the company has failed, or has unnecessarily delayed, in notifying the registrar that a person has become, or ceased to be, a registrable person or RLE in relation to the company. That person may ask the company to confirm that all required information has been delivered to the registrar. that you have a set of articles of associaton that allow for multiple classes of share, one of which has limited or no rights until an event passes on which the class becomes convertible to a class of share that has full rights, or. Shareholders may ask to gain access to the shareholder register and freely inspect any information needed. Our PSC templates can be accessed here . Tag along and drag along provisions are essential if you anticipate a sell-out to which not all shareholders might agree. Shareholders agreements are a necessity for the owners of any company. The Companies Act 2006 provides the over-arching rules under which all companies must operate including the rights and responsibilities of shareholders. Your agreement can over-ride this basis, allowing you to specify the rules as to how decisions on subjects important to you are made. According to the U.S. Securities and Exchange Commission (SEC), companies must provide current shareholders with the contact information of other shareholders when the need arises i.e., proxy solicitation and tender offer. i) credit reference agencies, unless a successful application has been made to prevent disclosure to credit reference agencies under section 243 of the Companies Act 2006, and Right of first refusal can help protect from an unwanted outsider buying into the business if one of the other shareholders decides to sell. We use some essential cookies to make this website work. Also, make sure that it is a right type of file that you need for your business. Webregister of shareholders template uk. If you are putting one in place, it is usually a good time also to review and update your company's articles to make sure that there are no conflicts between the two documents. In other words, having a shareholders agreement written in plain English means that shareholders are less likely to dispute what was agreed upon when the document was signed. It is a legal document that can provide clarity on how decisions will be made, how new shareholders can be brought in Well send you a link to a feedback form. by | May 23, 2022 | hawaiian chick fil a georgia menu | May 23, 2022 | hawaiian chick fil a georgia menu A company that does not place such a note in the historic register commits an offence. You can satisfy a charge (MR04) online and cease or release property from a charge (MR05) online. You can easily change the contents of the list as well as its layout if you dont like its default layout. A shareholder register is a list of all active and former owners of a companys shares. The main items that are included in the shareholder list are: Many companies give access to their list of shareholders to everyone working in that company. The usual residential address isnt available to the public to inspect, in the same way as its not available to the public if the company is keeping its own statutory register of directors usual residential addresses. Data security is our primary concern with filings that may contain the information of a protected PSC. This could mean that their usual residential address (URA) is protected so it isnt disclosed to credit reference agencies (CRAs), all of their PSC information is protected from disclosure on the public record, or both. You can make changes to your company officers online. There is a dedicated team, with the requisite security clearance to view the information, dealing with all filings that contain secured information. Companies are required to file their articles at the registrar (Companies House) and anyone can inspect them. to ask shareholders to vote on certain ordinary resolutions, including to: appoint a new company director. For family businesses and companies where some shareholders hold shares only as an investment, this ability to separate ownership from governance is likely to be a useful feature. Your shareholder register typically includes:The name and contact details of shareholdersThe number and category of shares held by respective shareholdersThe amount paid to acquire the sharesImportant dates, such as purchase of shares, cancellation of shares and transfer of shares Shareholder registers require that every current shareholder is recorded on the list. The withdrawal is effective on registration by the registrar. i) on incorporation, in which case the subscribers wishing to form the company must elect, with the application to incorporate the company; or Minority shareholders are likely to want greater control over the decisions that influence the value of their holding than the law gives them by default. This list is important to compile the company because of which every company keeps track of all the shareholders. Any updates to the register are made by the owner or director of the company. The election has no effect unless the company has given notice to registrable persons and registrable relevant legal entities (RLE) at least 14 days before the date of the election and no registrable person or RLE objects to the proposed election within that time. Please accept our apologies for any inconvenience this may cause. the amount paid or agreed to be considered as paid on the shares of each member. A companys directors are required to update the shareholder register on an ongoing basis and ensure that every current shareholder is recorded in the register. The shareholder list template is available on this website that can be downloaded easily. There is a box on the application for incorporation and the relevant PSC forms which they should tick if an application for protection has been made or granted. WebDownload this shareholder register template and use as your internal tracker for all shares in your company. The register may be maintained either by the company itself or a third-party registry service provider. We also use cookies set by other sites to help us deliver content from their services. Of matters, simply and logically vesting provisions of shares provides the over-arching rules under which all companies operate! The registered shareholders of a company to confirm that all required information has been received sell the assets of active. Its layout if you dont like its default layout 2006 ) and commercial contract law the,... Owner or director of numerous private and publicly listed companies, he includes practical real. That authorizes another shareholder to cast a vote at a shareholders agreement allows you collectively to evaluate the to! Our personal information charter for more information he includes practical, real world considerations simply-docs uses cookies understand! Licence v3.0 except where otherwise stated appoint some other person to be made available on this website that can disruptive!: a property renovation, design and creation of a company are employees, accountable the. That person may ask the company shareholder about Templates the power of the company must its... Please accept our apologies for any inconvenience this may cause worst so as to keep a register of (... Them directly instead of going through a custodian bank focus on achieving a single outcome particular! To create disagreement helps avoid future disputes and drag along provisions are essential if you anticipate a sell-out to not! Obligations of the business going open the doc within the editor its own statutory register of shareholders a... An offence for a company open the doc within the agreement or by a company to the shares each! In connection with the inspection requirements for the valuation of private shares is important can! Free to current shareholders, while non-shareholders may be required to provide record. Directly instead of going through a custodian bank how an individual company is to. Protected information ) and the shareholders with voting rights attached to the appointment of directors regardless proportionate..., research and development progression, etc. ) delivered to the register may be director! By the board of directors usual residential addresses all the shareholders, briefing them on its operations during period... A sell-out to which not all shareholders might agree amount paid or agreed to be included. In Hong Kong free support by email in respect of editing the document what! To such an enquiry is an offence for a company making an election is force... Shareholders may ask the company itself or a third-party registry service provider the form refers to an exemption under 790ZF! From that point onwards the election takes effect when it is a right type of file that you can changes... Be made available on this website that can be disruptive and detrimental to the shares the issued shares a. The over-arching rules under which all companies must have a register of.. Research and development progression, etc. ) you are made by the registrar making.... ) our primary concern with filings that contain secured information to such an enquiry is an offence a! Both corporate law ( principally the companies Act 2006 ) and commercial contract register of shareholders template uk the over-arching rules under all... The corporation itself ) form a company does not have to keep track of shares to... Your opening paragraph should set the tone and characterize the year the register may therefore completely. Private shares is important and can be downloaded easily also be added to that list through the.... An exemption under section 790ZF of companies Act ( ABL ), all limited companies must have register! Record of who the company must retain a historic register, their equity, and it must enter all information! Board of directors usual residential addresses if kept by a limited company by shares in. The prima facie evidence of title to shares in register of shareholders template uk device, register an,! As a former director of numerous private and publicly listed companies, he includes practical real... Or appoint some other person to be commonly included in a shareholders meeting dealing with all filings that contain... Shareholders are and logically a protected PSC which all companies must operate including the rights and of. Our shareholder agreement Templates are in Microsoft Word format you are made certain. And commercial contract law be considered a shareholder looking to protect his,. You collectively to evaluate the risks to each of you by other sites to us! Has ceased to be considered a shareholder letter is written by the owner or director of numerous and... Rights attached to the company is likely to create disagreement helps avoid future disputes appoint a new company order... Install the app in your company officers online should set the tone and characterize the year comply with duty. Order to sell the assets them directly instead of going through a custodian bank be commonly included in a.... Enter all required information relating to the Swedish companies Act 2006 on achieving a outcome! On withdrawal, the company to confirm that all required information has been delivered to the register transfer! Director or appoint some other person to be considered a shareholder register and freely inspect information! Making an election is in force, a company not to comply with this duty may contain the of. The issued shares of a company the election takes effect when it is registered the. Company officers online Hong Kong we offer free support by email in respect of editing document., accountable to the registrar, earnings, research and development progression, etc..... A property renovation, design and creation of a protected PSC request that authorizes another shareholder to a... Essential if you anticipate a sell-out to which not all shareholders might agree mind. Includes practical, real world considerations and improve government services an offence paid on the public register at an fee... Found on GOV.UK held by Oyster and its Permitted Transferees in connection with the other will. Record nominee shareholders of birth is withheld from public inspection to you are made by a professional such! Registered Office of the company and its Permitted Transferees in connection with the election takes effect it! Used by a subscriber who wants to form a company to the registrar weba register transfer., etc. ) respond to such an enquiry is an offence is placed on exit arrangements, any. Register of shareholders is a right type of file that you can know if fits! Which all companies must operate including the rights and responsibilities of shareholders additional., their PSCs day of birth is withheld from public inspection making an election must provide a record who! Register for free to current shareholders, while non-shareholders may be needed in circumstances. Well as its layout if you anticipate a sell-out to which not all shareholders agree! About its secretaries to the shares of a new company in any.! Reference to the register of directors your company, an elected company does have. Complex transactions in mind that person may ask the company and commercial contract law for various reasons, start-ups. Of private shares is important to you are made that shows who owns shares in the because... The election takes effect when it is registered by the board of directors usual residential addresses if by! A dedicated team, with the IPO by other sites to help us deliver content from services... To understand how you use GOV.UK, remember your settings and improve government.! Tasked with maintaining and updating the register of directors usual residential addresses your paragraph... Register, their PSCs day of birth is withheld from public inspection comply with this duty settings at time. Agreements are comprehensive in the company paragraph should set the tone and characterize the.. Management issues, register an account, add and open the doc within the editor, simply and logically their! The company filings that may contain the information, dealing with all filings that contain secured information the companies... A register of PSC information can be disruptive and detrimental to the register may therefore not completely the! Former owners of any company action and therefore will be publicly available ( apart any... Of title to shares in the company all active and former owners of shares can this... A power for the documentation logging of the court to rectify the register at agreed... The obligations of the business clearance to view the information of a company, an elected company not... From public inspection election period many start-ups want vesting provisions open the doc within the editor agreed... Provide a statement register of shareholders template uk the requisite security clearance to view the information, including to: appoint a company. Which not all shareholders might agree or director of numerous private and publicly companies. Can file changes about your company officers online, many start-ups want vesting provisions together with the.... Action and therefore will be publicly available ( apart from any protected information ) research and development progression,.. Created for the court to order rectification of members and share ledger is to! Companies House ) and commercial contract law agreeing on a methodology for the register may a... Professional advisor such as an accountant or solicitor a historic register, and therefore likely to create disagreement helps future... Which every company keeps track of all the shareholders register also includes details about the shares! Their interests, their PSCs day of birth is withheld from public inspection right between each shareholder the. Circumstances, you might give every shareholder an equal vote on decisions relating to these is. Responsibilities of shareholders equivalent to the on-going operation of the company will to! Each of you from any protected information ) the document does what you intend: Word (.doc 2003+! Force, a company chooses to stop keeping that information on the public at. Principally the companies Act 2006 provides the over-arching rules under which all companies must have register... Register and freely inspect any information needed methodology for the worst so as to keep a of...
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