Financial Services · Moraph software

Private Market Secondary Liquidity Engine

Run secondary sales of private company stock from request to settled transfer, with the cap table kept right

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Overview

What you are buying

The Private Market Secondary Liquidity Engine manages the life of a secondary sale of private company stock: the transfer request, the company's transfer restrictions, the right of first refusal and co-sale notices, buyer eligibility, and settlement. It keeps the cap table in step with each completed transfer and records every notice, waiver and approval. The company and its counsel make the decisions; payment moves through the escrow or settlement agent you appoint, because Moraph does not hold funds or securities.

The problem it solves

Secondary sales of private company stock are usually run by email. A shareholder finds a buyer, the company's counsel checks the bylaws and stock agreements by hand, right of first refusal notices go out and come back as PDFs, and the cap table is updated in a spreadsheet or a separate system once someone remembers. Deadlines in the transfer agreements are tracked in calendars, buyer eligibility is checked inconsistently, and when the board or an auditor asks how a transfer was approved, the record is spread across inboxes.

  • Transfer restrictions and ROFR terms are checked by hand for every request
  • Notice periods and elections are tracked in email and calendars
  • Buyer eligibility and holder-count limits are not checked consistently
  • The cap table drifts from the transfers that actually settled

Who uses it

  • General counsel and legal teams at venture-backed private companies
  • Equity and stock plan administrators who keep the cap table
  • CFOs who manage company liquidity programs and tender offers
  • Investors and funds that hold rights of first refusal or co-sale rights
  • Boards and auditors who need a record of every approved transfer

Requirements it supports

Securities Act of 1933, Section 4(a)(1) and Section 4(a)(7) resale exemptionsSEC Rule 144 (17 CFR 230.144)Regulation D accredited investor definition (17 CFR 230.501(a))Securities Exchange Act of 1934, Section 12(g) holder-of-record thresholdsDelaware General Corporation Law Section 202 (restrictions on transfer of securities)OFAC sanctions regulations (31 CFR Chapter V)

The product supports these requirements; meeting them remains your organization’s responsibility.

See how it works

A short walkthrough

Illustrative screens with fictional sample data. They show the workflow, not any client’s data or configuration, and the layout of the product itself differs. A live demonstration uses the product with sample data.

  1. Step 1

    Open transfers

    Legal sees every proposed sale, the stage it is at and the next date that matters.

    TransferSellerClassSharesStageNext date
    TR-0318Holder 2041Common12,000ROFR notice periodEnds in 3 days
    TR-0317Holder 1187Common4,500Buyer eligibilityDocuments due
    TR-0315Holder 0962Series A Preferred20,000Awaiting approvalBoard meeting
    TR-0312Holder 3310Common2,000SettlementAgent confirming
    TR-0309Holder 0455Common8,000DeclinedClosed
    Legal sees every proposed sale, the stage it is at and the next date that matters.

  2. Step 2

    The transfer request

    Each request shows the holding, the restrictions checked and what is still needed.

    TR-0318 · Holder 2041 to Buyer Fund 77 (fictional)

    Shares
    12,000 Common
    Price per share
    $14.20 (sample)
    Holding verified
    Yes, fully vested
    Lock-up
    None in effect
    Holders of record after transfer
    No change

    Restrictions checked

    • Company right of first refusal applies
    • Major investor co-sale right applies
    • Buyer is not a listed competitor
    Each request shows the holding, the restrictions checked and what is still needed.

  3. Step 3

    Rights elections

    Notices, election periods and responses are tracked for every rights holder.

    Rights holderRightNotice sentResponseShares
    CompanyROFRDay 1Pending decision
    Investor Fund A (fictional)Secondary ROFRDay 1Waived0
    Investor Fund B (fictional)Co-saleDay 1Exercised1,800
    Investor Fund C (fictional)Secondary ROFRDay 1No response
    Notices, election periods and responses are tracked for every rights holder.

  4. Step 4

    Buyer eligibility

    The buyer's onboarding and evidence are reviewed and the decision recorded before approval.

    Buyer Fund 77 (fictional) · Eligibility review

    Entity type
    Limited partnership
    Investor status
    Accredited, evidence provided
    Sanctions screening
    No match
    Existing holder
    No
    Signatory
    Authorized signatory on file

    Documents

    • Formation documents
    • Accredited investor confirmation letter
    • Signatory authorization
    The buyer's onboarding and evidence are reviewed and the decision recorded before approval.

  5. Step 5

    Approval

    Legal's review and the approving officer's decision are recorded as separate steps.

    TR-0318 · Approval

    1. Request accepted at intakeCompany legal
    2. Notices issued and elections recordedCompany legal
    3. Company waived its ROFRApproving officer
    4. Buyer eligibility recordedCompany legal
    5. Transfer approved for 10,200 sharesApproving officer
    Legal's review and the approving officer's decision are recorded as separate steps.

  6. Step 6

    Settlement and cap table

    When the agent confirms settlement, the cap table changes and each change links back to the transfer.

    HolderClassBeforeChangeAfterSource
    Holder 2041Common12,000-12,0000TR-0318
    Buyer Fund 77Common0+10,20010,200TR-0318
    Investor Fund BCommon0+1,8001,800TR-0318 co-sale
    When the agent confirms settlement, the cap table changes and each change links back to the transfer.

Workflows

The principal workflows

  1. Request

    A shareholder submits a proposed transfer through the portal, with the shares, price, proposed buyer and supporting documents, and the Engine checks it against the restrictions the company has configured.

    • Seller submits the proposed sale with share class, quantity and price
    • Holding verified against the cap table and any vesting or lock-up
    • Transfer restrictions from the bylaws and stock agreements applied
    • Request routed to the company's legal team for intake review

  2. Rights and notices

    Where the company or investors hold a right of first refusal or co-sale rights, the Engine prepares the notices, tracks the election periods set in the agreements, and records each election or waiver.

    • ROFR and co-sale holders identified from the configured agreements
    • Notices generated for legal review and sent through the portal
    • Election periods tracked from the dates in the agreements
    • Elections, partial exercises and waivers recorded with documents
    • Allocation of exercised shares calculated for legal to confirm

  3. Buyer eligibility

    The buyer completes onboarding in the portal, and the company's eligibility rules are applied before the transfer can be approved.

    • Buyer provides entity details and investor status documentation
    • Sanctions screening run through the provider you use
    • Accredited investor evidence collected and reviewed by legal
    • Holder-of-record count checked against the company's limits
    • Eligibility decision recorded by the reviewer

  4. Approve and settle

    The company approves the transfer, transaction documents are signed, and settlement is coordinated with the escrow or settlement agent. Once the agent confirms, the cap table is updated and new certificates or book entries are issued.

    • Board or authorized officer approval recorded
    • Stock transfer agreement signed through your e-signature provider
    • Settlement instructions sent to the escrow or settlement agent
    • Agent's confirmation of payment and transfer recorded
    • Cap table updated and the transfer closed with its full record

Roles and permissions

Who does what in the product

Each role below is a starting point. During implementation we set them up to match your teams, and every action anyone takes is recorded in the audit trail.

Company legal

General counsel, corporate counsel, outside counsel, legal operations manager

Applies the company's transfer restrictions and rights to each request and prepares it for approval.

Sees

  • All transfer requests and their documents
  • Configured restrictions, rights and templates
  • Rights holders' elections and waivers
  • Buyer onboarding and eligibility evidence

Does

  • Reviews intake and rejects or accepts each request
  • Issues ROFR and co-sale notices from approved templates
  • Confirms allocation of exercised rights
  • Records buyer eligibility decisions
  • Maintains restriction rules and document templates
  • Sends transfers for approval

Cannot

  • Approve a transfer on behalf of the board unless also designated as an approving officer, and never one they reviewed
  • Update the cap table directly
  • Release settlement instructions without approval
Approvals
Transfers they send forward need approval by an approving officer; changes to restriction rules are approved by the approving officer.
Notified about
New requests, election periods ending, rights holder responses, and buyer documents submitted.

Equity administrator

Stock plan administrator, equity manager, corporate secretary's office

Keeps the cap table accurate and connects each change to the transaction behind it.

Sees

  • The cap table by class and holder
  • Transfer requests and their approval status
  • Settlement confirmations from the agent
  • Holder-of-record counts

Does

  • Verifies the seller's holding and any vesting or lock-up
  • Prepares settlement instructions for approved transfers
  • Records the agent's settlement confirmation
  • Updates the cap table and issues certificates or book entries
  • Reconciles the cap table with the transfer agent's records where one is used

Cannot

  • Approve a transfer
  • Change the cap table without a linked transaction or an approved correction
  • Change restriction rules
Approvals
Cap table corrections not tied to a settled transfer need approving officer approval.
Notified about
Transfers approved and ready for settlement, settlement confirmations, and reconciliation differences.

Approving officer

CFO, corporate secretary, board-designated officer

Makes the company's decision on each transfer and on whether the company exercises its own rights.

Sees

  • Transfers waiting for approval with legal's review and eligibility decision
  • The effect on holder counts and the cap table
  • Price and volume history
  • The audit trail

Does

  • Approves or declines transfers
  • Decides whether the company exercises or waives its right of first refusal
  • Approves company liquidity program terms
  • Approves restriction rule changes and cap table corrections
  • Releases settlement instructions

Cannot

  • Approve a transfer in which they are a party
  • Edit the record of an approval after it is given
  • Edit or delete audit trail entries
Approvals
Gives the company's approval; where the governing documents require a board resolution, the resolution is attached to the record.
Notified about
Transfers ready for approval, company ROFR decisions due, and settlements completed.

Shareholder or buyer

Current or former employee shareholder, investor, prospective buyer

Takes part in their own transaction through the portal.

Sees

  • Their own requests, holdings and transaction status
  • Documents they need to provide or sign
  • Messages from company legal about their transaction

Does

  • Submits a proposed sale or completes buyer onboarding
  • Uploads supporting documents and investor status evidence
  • Signs transaction documents
  • Answers requests for information

Cannot

  • See other holders, other transactions or the cap table
  • Change a request after it is approved
  • See the company's internal review notes
Approvals
Their requests and eligibility are reviewed by company legal and approved by an approving officer.
Notified about
Status changes on their transaction, documents to sign, and information requested.

Rights holder

Preferred investor, venture fund, company acting on its own ROFR

Receives notices and exercises or waives their contractual rights.

Sees

  • Notices sent to them and the terms of the proposed sale
  • Their own election deadlines
  • Their past elections and waivers

Does

  • Exercises, partially exercises or waives a right
  • Signs waivers and election documents
  • Asks questions of company legal

Cannot

  • See other rights holders' elections unless the agreements provide for it
  • See the cap table beyond what the notice discloses
Approvals
Their elections are confirmed by company legal and allocated as the agreements provide.
Notified about
New notices and election deadlines approaching.

Auditor (read-only)

External auditor, valuation provider, internal auditor (under temporary access)

Reviews completed transactions and cap table history without changing anything.

Sees

  • Completed transactions within the scope granted
  • Cap table history and its linked transactions
  • Price and volume history
  • The audit trail

Does

  • Searches and reads records within scope
  • Exports records, with each export logged

Cannot

  • Change, approve or delete anything
  • Keep access after it expires
Approvals
Their access is approved by the approving officer, with a scope and an end date.
Notified about
Nothing by default.

Administrator

Legal operations or IT administrator

Manages internal users, portal access and settings without access to approve transactions.

Sees

  • Users, roles and portal invitations
  • Integration settings
  • The record of permission changes

Does

  • Adds and removes internal users or maps them from single sign-on groups
  • Manages portal invitations for shareholders, buyers and rights holders
  • Maintains integration settings
  • Runs access review reports

Cannot

  • Approve transfers or change the cap table
  • Grant themselves an approving role
Approvals
Grants of approving or legal roles are approved by the approving officer.
Notified about
Access reviews coming due and failed integrations.

Permissions at a glance

ActionLegalEquity adminApproverHolder/buyerRights holderAuditorAdmin
Submit a transfer requestFullFullNo accessOwn work onlyNo accessNo accessNo access
Review and accept requestsFullView onlyView onlyNo accessNo accessView onlyNo access
Issue ROFR and co-sale noticesFullView onlyView onlyNo accessNo accessView onlyNo access
Exercise or waive a rightNo accessNo accessOwn work onlyNo accessOwn work onlyView onlyNo access
Decide buyer eligibilityFullNo accessView onlyNo accessNo accessView onlyNo access
Approve a transferNo accessNo accessApprovesNo accessNo accessView onlyNo access
Release settlement instructionsNo accessOwn work onlyApprovesNo accessNo accessView onlyNo access
Update the cap tableView onlyFullApprovesNo accessNo accessView onlyNo access
Change restriction rulesOwn work onlyNo accessApprovesNo accessNo accessView onlyNo access
View the cap tableView onlyFullView onlyNo accessNo accessView onlyNo access
View audit trailView onlyView onlyView onlyNo accessNo accessView onlyView only
Manage users and accessNo accessNo accessApprovesNo accessNo accessNo accessFull
  • Full
  • Own work only
  • Approves
  • View only
  • No access

How access is controlled

  • Review and approval are separate: the person who reviews a transfer does not approve it, and nobody approves a transaction in which they are a party.
  • Shareholders, buyers and rights holders use the portal with access limited to their own transactions, notices and documents.
  • Every permission change and portal invitation is recorded in the audit trail, and access review reports support periodic certification.
  • Company staff sign in through your identity provider. External participants sign in with multi-factor authentication, and auditors get time-limited read-only access.

Features

What it does

Transfer restriction rules

Lock-ups, blackout periods, permitted transferees and restricted share classes configured from your governing documents and applied to every request.

ROFR and co-sale tracking

Notices, election periods, exercises and waivers for every holder of a right, with dates counted from the terms you configure.

Cap table of record

Holdings by class and holder, updated from settled transfers, with each change linked to the transaction that caused it.

Buyer onboarding

Buyer entity details, investor status evidence and signatory information collected through the portal.

Holder count monitoring

Holders of record counted by class, so the company sees how a transfer affects its Section 12(g) position before approving it.

Document assembly

Transfer notices, waivers and stock transfer agreements produced from your counsel's templates for review and signature.

Settlement coordination

Settlement instructions and confirmations exchanged with your escrow or settlement agent, with no funds passing through Moraph.

Company liquidity programs

Run a company-sponsored program or tender offer window with eligibility, allocation and a single approval for the batch.

Price and volume history

Approved transfer prices and volumes by class kept for the company's own valuation and board reporting.

Approval workflow

Legal review, eligibility decision and board or officer approval as separate recorded steps.

Shareholder portal

Sellers, buyers and rights holders see only their own transactions, notices and documents.

Complete transaction record

Every request, notice, election, approval and settlement step kept with dates and documents, exportable for the board and auditors.

Integrations

How it connects to your systems

Connects toHowWhat flows
Equity management systemWhere you keep the cap table in another system, holdings are imported and settled transfers exported back to it.In: holdings by class and holder. Out: completed transfers.
Transfer agentFor companies that use a transfer agent, approved transfers and the agent's records are reconciled.Out: transfer instructions. In: agent position records.
Escrow or settlement agentSettlement instructions and confirmations exchanged with the bank, escrow agent or broker-dealer you appoint to move funds and shares.Out: settlement instructions. In: payment and completion confirmations.
E-signatureNotices, waivers and transfer agreements sent for signature through your e-signature provider, with signed copies stored on the transaction.Out: documents for signature. In: signed documents and completion status.
Identity and sanctions screeningBuyer identity verification and sanctions screening through the provider you already use.Out: buyer details. In: screening results.
Single sign-onCompany staff sign in through your identity provider (SAML or OpenID Connect).In: user identity and group membership for role assignment.
Work APITransaction status, prices and volumes available to your data warehouse and reporting tools through the Moraph Work API.Out: transactions, approvals and cap table changes.

Each integration is confirmed in discovery and specified in the design. See how an engagement progresses.

Security and privacy

How your data is protected

Single sign-on

Company staff sign in through your identity provider, so your password and multi-factor policies apply.

Role-based access

What each person can see and do follows their role; external participants see only their own transactions.

No funds held

Moraph does not hold funds or securities; payment and delivery move through the agent you appoint.

Encryption and keys

Client data is encrypted, with keys Moraph staff cannot use without explicit, time-bound authorization.

Complete audit trail

Every request, notice, election, approval and cap table change is logged with the person and time, and cannot be edited.

Data residency

Data stays in the hosting region you choose: the United States, the United Kingdom or Australia.

Company-wide controls, independent audits (SOC 2 Type II and ISO/IEC 27001) and data residency are described in our Trust Center, where you can request the evidence pack.

Reporting

What you can report on

11 standard reports, grouped by who uses them. Each shows who it is for, how it can be broken down, how it is delivered and what it is used for. The data behind them is also available to your own reporting tools.

Transactions

Open transfers

For company legal and the approving officer

Every open transfer with its stage, seller, buyer, share class, quantity and the next date that matters.

Break down by
Stage, Share class, Reviewer, Next deadline
Delivered as
Live dashboard; CSV export
Used for
Keeping each transfer moving and seeing what is waiting on whom.

Rights election status

For company legal

Notices sent, election periods running, and each rights holder's exercise or waiver.

Break down by
Transfer, Rights holder, Right type, Status
Delivered as
Live dashboard; scheduled email
Used for
Making sure every election period is respected and every response recorded.

Settlement status

For equity administrator and approving officer

Approved transfers awaiting settlement, instructions sent and confirmations received from the agent.

Break down by
Agent, Status, Approval date
Delivered as
Live dashboard; CSV export
Used for
Closing approved transfers and updating the cap table promptly.

Cap table

Cap table by class and holder

For equity administrator, CFO, board

Current holdings by share class and holder, as of any date, with fully diluted views where configured.

Break down by
Share class, Holder type, As-of date
Delivered as
Live view; PDF and CSV export
Used for
Board materials, financing diligence and valuation inputs.

Holder of record count

For company legal and CFO

Holders of record by class and how pending transfers would change the count.

Break down by
Share class, Holder type, Pending effect
Delivered as
Live dashboard; PDF export
Used for
Watching the company's position against Section 12(g) thresholds before approving transfers.

Cap table change log

For equity administrator and auditors

Every change to holdings with the transaction or approved correction behind it.

Break down by
Date range, Change type, Share class, Holder
Delivered as
Live view; CSV export
Used for
Showing that every cap table change is supported.

Management and board

Secondary activity summary

For cFO and the board

Transfers requested, approved, declined and settled in the period, with volumes, prices and company ROFR decisions.

Break down by
Period, Share class, Outcome, Seller type
Delivered as
PDF; scheduled email
Used for
Board oversight of secondary activity in the company's stock.

Price and volume history

For cFO, valuation provider, auditors

Approved transfer prices and volumes by class and date.

Break down by
Share class, Period, Transaction type
Delivered as
Live view; CSV export
Used for
Inputs to the company's own valuation work and board reporting.

Liquidity program results

For cFO and the board

For a company program or tender window, eligible holders, participation, allocation and settlement.

Break down by
Program, Holder type, Share class
Delivered as
PDF; CSV export
Used for
Reporting the outcome of a company liquidity program.

Audit

Transaction record

For auditors and company legal

The complete record for a selected transfer: request, restrictions applied, notices, elections, eligibility, approval and settlement.

Break down by
Transfer, Step, User
Delivered as
On request in the product; PDF export
Used for
Answering how a transfer was reviewed and approved.

Audit trail extract

For auditors

Who did what and when for a selected transaction, holder or period.

Break down by
Record, User, Action, Date range
Delivered as
On request in the product; CSV and PDF export
Used for
Providing evidence on request without assembling it by hand.

Exports, access and evidence

  • Every report can be exported to CSV, and summary and evidence reports to PDF. Reports can be scheduled by email for the people entitled to see them.
  • Cap table reports can be run as of any past date and give the same result each time.
  • Transaction, price and cap table data is available through the Moraph Work API for your own reporting tools.
  • Reports respect each viewer's role; external participants never see reports, only their own transactions.
  • Running and exporting a report is recorded in the audit trail.

Deployment

Where and how it runs

Moraph cloud

Hosted and operated by Moraph in the United States region. United Kingdom and Australia regions are available on request.

Dedicated environment

A single-tenant environment for companies whose policies require isolation, scoped in the proposal.

Branded portal

The shareholder portal can carry your company's name and domain.

Security controls, independent audits and data residency are set out in our Trust Center. Engagement models and what drives a quotation are on Working with Moraph.

Implementation

What a rollout involves

The general phases are on Working with Moraph. For this product, they involve the following.

Governing documents review

Your counsel walks us through the bylaws, investor rights, ROFR and co-sale agreements and stock plan terms, and we configure the restrictions and rights they contain for counsel to confirm.

Cap table load

Holdings are loaded from your current cap table or equity system and reconciled with you before any transfer runs through the Engine.

Templates

Notices, waivers and transfer agreements are set up from your counsel's templates.

Settlement arrangements

We connect to the escrow or settlement agent and transfer agent you appoint and agree the instruction and confirmation formats.

Workflow and roles

Review steps, approvers, eligibility rules and portal access are configured to match your policies.

Pilot transfer and go-live

A test transfer is run end to end with fictional data, then staff are trained and the portal is opened to shareholders.

Limitations

What it does not do

Worth knowing before you evaluate it.

  • Moraph is not a broker-dealer, exchange, alternative trading system or transfer agent, and does not find buyers, match orders or recommend prices.
  • Moraph does not hold funds or securities. Payment and delivery are handled by the escrow or settlement agent you appoint.
  • The Engine applies the restrictions and rights your counsel configures; whether a transfer is permitted, and whether a securities exemption is available, are legal decisions for the company and its counsel.
  • Buyer accredited investor status is evidenced by documents the buyer provides and reviewed by your team; the Engine does not verify it independently.
  • It is not a valuation tool. Price history is recorded for your own use and does not determine fair value.
  • Sanctions screening and identity verification use the provider you already have.
  • It is designed for US private companies. Transfers governed by other countries' laws need review by your counsel before configuration.
  • Tax reporting and withholding on employee sales remain with the company and its payroll and tax advisers.

Evaluation checklist

What to test in a demonstration or pilot

Questions worth putting to us, and to any other vendor you are considering.

  1. Have your counsel check the configured restrictions and rights against your governing documents
  2. Run a fictional transfer from request to settled cap table change
  3. Confirm that election periods are counted from the terms in your agreements
  4. Check what a shareholder and a rights holder can see in the portal
  5. Review the transaction record your auditors would receive
  6. Confirm that the person who reviews a transfer cannot approve it

Questions

Frequently asked questions

Does Moraph hold the money or the shares?

No. Payment and delivery move through the escrow or settlement agent you appoint. The Engine sends instructions and records confirmations.

Does the Engine find buyers?

No. It manages transfers between parties who have already agreed terms, and company-sponsored programs. Moraph is not a broker-dealer or trading venue.

Can it replace our cap table system?

It can keep the cap table of record, or it can work alongside your existing equity system and send completed transfers to it.

Who decides whether a transfer is allowed?

The company. The Engine applies the restrictions your counsel configures and records the decisions your legal team and approving officers make.

How is it priced?

As a subscription, usually measured by the number of holders and transactions, with implementation charged separately. See Working with Moraph for what drives a quotation.

Is there an accessibility conformance report?

Ask for one through the procurement request form at /how-to-buy/request, naming the version you are evaluating.

Next steps

Evaluate Private Market Secondary Liquidity Engine

Book a demonstration

See the product working with sample data, focused on your workflows.

Request a demonstration

Request a technical briefing

Architecture, integrations, security and hosting, with our engineers and your technical team.

Request a briefing

Factsheet

This page on two sides, to share with colleagues or add to your evaluation file.

Open the factsheet

Buying through a formal procurement? See How to buy for purchasing routes, accessibility conformance reports and company information. Documentation: Private Market Secondary Liquidity Engine guides on docs.moraph.com (getting started and security guides are public; setup, administration and integration guides are for client accounts). Support: Private Market Secondary Liquidity Engine support guide.

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