Subscription Offers: Invite Investors to Participate

Create, activate, and track subscription offers in Centi. Send individual or bulk offers to investors and manage the full signing and settlement lifecycle.

A subscription offer in Centi is a formal invitation for a stakeholder to subscribe to securities in a program. When you create an offer, Centi records it as a draft you can review and edit before it is sent. Once you activate an offer, Centi notifies the individual by email and they can view and subscribe to the offer via the Investor Portal. When the subscription step is done the next step is signing where Centi sends it to the investor through DocuSign for signing. After the investor signs — and you countersign where required — you settle the offer to record the resulting securities movement in the share register.

Offer lifecycle

Every offer moves through the following states:

Status	Meaning
Draft	The offer has been created as a draft and has not been sent to the investor yet
Active	The offer has been activated and sent to the investor
Subscribed	The offer has been subscribed to
Declined	The investor declined the offer
Signed	All required parties have signed the DocuSign envelope
Paid	The offer has been marked as paid
Registered	The offer has been completed and share register is updated

Create a single offer

1. Navigate to the program

   In the Fund Portal sidebar, open Programs and select the program you want to create the offer under.

2. Open the Create menu

   Select Create in the top-right area of the program page, then choose Offer from the dropdown.

3. Select seller

   Select the seller or leave empty if you want to issue shares from the program company.

4. Select a stakeholder

   Choose the stakeholder who will receive the offer from the Stakeholder dropdown. This is the investor who will subscribe to the securities. If they don’t yet exist you can add a new stakeholder.

5. Select securities

   Choose which securities from the program the investor is being offered. Each offer must include at least one security with a defined quantity and price per unit.

6. Set the issue type (if issuing new shares)

   Select how the securities are being issued:

   Issue type	Description
   Cash issue	Securities issued in exchange for a cash payment
   Issue in kind	Securities issued in exchange for non-cash consideration
   Set off issue	Securities issued through debt conversion or offset arrangement

7. Set the subscription choice

   Choose how the investor will specify their subscription amount. The options available depend on how many securities are included in the offer:

   Subscription choice	Description
   Amount	The investor subscribes by entering a currency amount; Centi calculates the resulting number of units. Available when the offer includes one or two securities.
   Amount (strict ratio)	The investor enters a total amount that must maintain the ratio between the two securities. Available when the offer includes exactly two securities.
   Yes/No	The investor can only accept or decline the full offer as presented — no partial amounts.
   Tiers	The investor can choose from predefined percentage levels of the offered amount.

8. Enter price per unit and deadline

   Enter the Price per unit for each security included in the offer. Set a Subscription deadline — the date by which the investor must respond before the offer expires.

9. Save the draft

   Review all details, then click Create offer. The offer is saved as a Draft for you to review before sending.

Create offers in bulk from a spreadsheet

When you need to invite many investors at once, use the bulk offer import to create multiple draft offers from a single XLSX file.

1. Navigate to bulk offer creation

   From the program page, select Create → Bulk offers. The three-step bulk creation wizard opens.

2. Download the template and upload your file

   On the Upload XLSX step, click Download template to get the pre-formatted spreadsheet for this program. Fill in one row per investor, with the investor’s name, email address, and the number of units (and price per unit) for each security in the program. When your file is ready, drag it onto the upload area or click Choose template file to select it.

3. Review and validate the data

   On the Review step, Centi parses the file and displays all rows. For each investor row, Centi attempts to match the email address to an existing stakeholder in your organisation. Each row shows one of three match statuses:

   • Existing — the email matched an existing stakeholder record.
   • New — no existing stakeholder was found; one will be created.
   • Review — a stakeholder with that email exists but the name in the file does not match. Click the row to open the edit panel and confirm whether to use the existing record or update it.

   Use the Only show rows needing review toggle to focus on rows that require attention.

4. Configure offer settings

   On the Offer Settings step, apply settings that will be used for all offers created from the file.

   The settings are the same as for when creating single offer

   These settings apply uniformly to every offer in the batch. You can edit individual offers from the Drafts tab after creation.

5. Create the draft offers

   Click Create drafts. Centi creates all offers with Pending status and redirects you to the Drafts tab of the program, where you can review and activate them.

Bulk-created offers are always saved as drafts. Review each offer on the Drafts tab and make any corrections before activating them.

Invite to subscribe

Inviting to subscribe sends an email notification to the investor about their new offer and they can then log in to the Investor Portal to subscribe or decline the offer.

1. Go to Drafts tab in program page

   On the drafts page, and select the offers you want to send to investors

2. Invite

   Click Invite to subscribe. Centi transitions the offer to Subscribe step and dispatches an email notification to the investor.

Subscription

You can now track the progress of subscription in the program page. If the investor choses to Decline this will be visible here. If you want to mark it as declined on their behalf you can do so by clicking on the offer to open the offer detail view where you can press Decline on behalf of investor.

DocuSign signing workflow

After you send an offer for signing, Centi sends a DocuSign envelope to the investor. The signing workflow proceeds as follows:

1. Investor receives the envelope — The investor receives an email from DocuSign with a link to review and sign the subscription documents.
2. Investor signs — The investor reviews the offer terms and applies their signature in DocuSign.
3. Witness signing (if applicable) — If the envelope requires a witness, the witness receives a separate signing request after the investor signs.
4. Counter-signature — If your organisation requires a counter-signatory, after the investor has signed you can send it out for counter signature. To reduce the number of Docusign envelopes the counter signatories need to sign we recommend waiting for all investor signatures and then send all offers for counter signing at the same time. Due to a limitation in Docusign there is a limit of around 70 offers in one counter signing envelope, this means that if you have a lot of offers you will receive multiple counter signing envelopes.
5. Fully signed — Once all required signatories have completed their signatures, Centi marks the offer as Signed and the offer becomes eligible for registration after it has been marked as Paid.

You can track the current signature state for each offer on the offer detail page. The page shows which party still needs to sign — for example, whether the offer is awaiting the investor’s signature, a witness, or a counter-signatory — and whether any party has declined.

Immediately after sending out offers for signing, the offer may briefly show a transitional state while DocuSign prepares and dispatches the envelopes. This resolves automatically once DocuSign has sent the signing request to the investor. The time it takes to send out the envelopes is dependent on limitations in the DocuSign API.

Register an offer

Once an offer is Signed and Paid, you can settle it to register the resulting securities transaction in the share register.

1. Select the offer

   Navigate to the Sign & Pay tab of the program and select the offers you want to register.

2. Register the offer

   Click Register offer and confirm the registration date. Centi records the transaction and transitions the offer to Settled status.

Registration updates the share register and cap table. As with all transactions, the share register reflects the change overnight. If you need an updated share register immediately, contact [e-mail].