Download guideOwnership
Know what each investor owns.
Investors hold security entitlements to company shares in custody. Street records each investor’s position; the issuer’s ledger names the custodian or nominee.
Explore the ownership model
Guide · For general counsel
The General Counsel’s Guide to Secondaries
Ownership, transfer authority, and the legal architecture behind Street.
The questions behind
every secondary.
What does the investor own?
Follow the underlying shares, the registered holder, and the investor’s security entitlement.
Who can authorize a transfer?
Connect company approvals and transfer rights to the proposed transaction.
What belongs in the diligence file?
Identify the agreements and operating responsibilities to review.
Inside Street’s architecture
Understand the structure.
Follow the transaction.
Common sharesTransfer of entitlements
100 share units · Seller to buyer
SSeller600Share units
BBuyer400Share units
Total entitlements1,000
Awaiting settlement
Issuer stock ledger
Custodian / nominee
1,000 sharesUnchanged
Before trade: the seller has 600 shares’ worth of entitlements and the buyer has 400. The custodian or nominee remains registered for 1,000 underlying shares on the issuer stock ledger.
Transfers
Follow the transfer. See what changes.
Entitlements move between investors. The nominee can remain registered for the same underlying shares.
Follow the transactionCompany authority
Company approval comes first.
Review the company approvals, transfer rights, and account conditions that govern a proposed transaction.
Understand transfer authority409A valuation
A trade informs the valuation.
A secondary price is one piece of evidence. Your appraiser weighs its relevance alongside the share rights and transaction terms.
Read the 409A analysisBuild the diligence file.
Company authorization
An issuer-approved scope for participation, with the relevant company and third-party transfer rights addressed before trading.
Supporting material
Board approvals, transfer consents, ROFR and co-sale provisions, and any waivers.
Ownership and custody
Existing company shares in custody, with a nominee on the issuer register and participant entitlements recorded by the intermediary.
Supporting material
Custody agreement, nominee recognition, entitlement terms, and the mapping between the two records.
Eligible participation
Transfers confined to eligible accounts within the entitlement system, subject to the conditions applicable to the account and transaction.
Supporting material
Account terms, investor checks, transfer restrictions, and procedures for a change in eligibility.
Information and trading
A defined information package and an identified transaction pathway. Quotation and publication requirements need their own assessment.
Supporting material
Resale disclosures, access policy, update responsibilities, and the review of any quotation requirements.
Settlement and ongoing rights
Coordinated payment and entitlement updates, with procedures for discrepancies, distributions, voting instructions, and delivery out.
Supporting material
Funds-flow diagram, settlement procedures, reconciliation records, and corporate-action terms.
Inside the guide
A reference for
substantive legal review.
Read the legal analysis with its authorities, follow the ownership and transaction diagrams, or download the complete guide.
- 01The transaction
What a Street secondary changes
Separate the asset, the change in ownership and the operating relationship before evaluating the mechanics.
- 02Ownership
Street’s ownership architecture
The corporate share, the registered position and the participant’s entitlement each have a defined place.
- 03Issuer authority
Company authorization and transfer rights
An authorization is effective only within the rights the company and other parties actually hold.
- 04Valuation
Secondary trading and 409A valuation
A limited secondary need not reset the 409A valuation. Its influence depends on the evidence, the security being valued and the conditions at the relevant date.
- 05Securities-law routes
Acquisition and resale pathways
Select the route for the actual issuer, seller, purchaser and transaction; an exemption is not a transferable platform permission.
- 06Access and responsibility
Providers, market access and information
Identify the entity performing each regulated function and the information consequences of the market design.
- 07Execution and settlement
From eligible accounts to a completed transfer
A securities trade, cash payment and entitlement update are related events with separate evidence.
- 08Life of the position
Voting, distributions, corporate actions and exit
The share terms supply the underlying rights; the account relationship determines how they are exercised through custody.
- 09Issuer diligence
Failure scenarios and the approval decision
Review the architecture under stress and distinguish evidence of a legal right from evidence that an operating condition is met.
Questions that come up early
Start here.
Would every investor appear on the company’s stock ledger?
In the nominee custody structure explained in this guide, the custodian or nominee is the registered holder on the issuer’s stock ledger. Each investor holds a security entitlement recorded in the intermediary’s securities accounts. Those records answer different legal questions. A shared database does not make an entitlement holder an individually registered shareholder.
What does tokenization change?
In the model described here, it is part of how entitlements are recorded and transferred. The rights associated with the underlying shares still depend on the share terms, custody arrangement, and applicable law. A token label by itself does not establish voting rights, remove transfer restrictions, or determine the legal treatment of a transaction.
Can a position move to any wallet?
Street’s entitlement architecture confines transfers to eligible accounts in the intermediary’s system. An internal entitlement transfer and delivery of underlying shares out of custody are separate processes. Delivery out requires the relevant account instructions, applicable transfer conditions and issuer registration steps where the exit route requires a registered transfer. Control of a wallet alone does not remove those conditions.
Does a secondary program require a new financing?
A primary issuance and a shareholder resale are different transactions. A Rule 506(c) financing may be considered separately where it serves a real capital-raising purpose; it is not a universal prerequisite for a secondary program or a substitute for satisfying the conditions of a later resale.
Will company information remain private?
Information access depends on the transaction and market structure. A resale information package, a restricted trading environment, and rules governing publication of quotations are separate questions. A company should establish what must be shared, with whom, and whether any information must be publicly available before agreeing to participate.
What does Street’s transfer-agent registration establish?
The SEC’s notice records the effectiveness of Street Labs, Inc.’s transfer-agent registration on August 20, 2026, under file number 084-07093. Transfer-agent registration concerns that function. It does not establish broker-dealer, ATS or customer-custody permissions, or constitute regulatory approval of a transaction. The guide separates those operating roles and the evidence relevant to each.
For your company’s legal team
Review the structure
with Street.
Work through the ownership model, operating parties, transaction pathway, and agreements for your company’s program.
Discuss an issuer review