How to Track Demand Registration Rights

How to track demand registration rights is a threshold-and-request ledger for when holders can force a registration statement, not a piggyback election on someone else's filing and not a Rule 144 clock. For each Investors' Rights Agreement, log Form S-1 versus Form S-3 demand rights, the requisite-holder percentage, minimum offering size, how many demands remain in the period, any deferral or blackout the company may use, expenses allocation, underwriter cutback rules on a demanded deal, and whether the right has terminated. Raziel's piggyback registration tracking page is the join-someone-else's-filing ledger. Raziel's registration rights tracking page is the parent map. This page is the demand request only.

This is not legal, tax, or investment advice. Raziel does not provide it. Copy the signed IRA. Do not invent a minimum offering size.

What this demand-registration ledger is (and is not)

Demand registration rights let a defined group of holders require the company to file a registration statement so they can sell registrable securities in a public offering. Built In's IRA registration-rights cheatsheet splits Form S-1 (long-form / IPO-style) demands from Form S-3 (short-form) demands after the company is S-3 eligible, and notes typical limits such as one Form S-1 during the agreement term and one to two Form S-3 registrations in a twelve-month period, with early-stage minimum offering sizes often discussed in a $5 million to $15 million band that rises with later rounds. Nixon Peabody (December 12, 2025) on the NVCA model IRA (including the October 2025 update) states that registration triggers raised the minimum offering size for S-1 demands from $15 million to $20 million in that model form, and that demand rights let investors compel an S-1 or S-3 filing while underwriters still control offering size. A demand is not automatic liquidity. It is a process right with thresholds, expense rules, and cutbacks.

Seven columns on one demand-registration row

Open one row per IRA (child rows per actual demand notice). Attach the registration-rights article.

• Demand types available. Form S-1 / long-form, Form S-3 / short-form, shelf / Rule 415 if granted. Built In: S-3 demands usually wait until the company has been a public reporting company long enough to use S-3. Copy your menu.

• Requisite holders. Percentage or dollar threshold of registrable securities that must join the written request. Built In examples often cite majority for S-1-style demands and a lower band (sometimes 10% to 30%) for S-3. Copy the signed threshold.

• Minimum offering size. Nixon Peabody: NVCA October 2025 model raised the S-1 demand minimum from $15 million to $20 million. Built In: early-stage deals often used lower negotiated floors. Your IRA number is the only one that belongs here.

• Demands remaining / period limits. How many S-1 demands remain for the life of the agreement, and how many S-3 demands remain in the current twelve-month window. Decrement when a request is properly made (and note whether a withdrawn or deferred request still counts).

• Company deferral / suspension rights. Whether the company may delay filing for a stated period for a valid business reason or blackout. Copy the maximum deferral days and how often it may be used. Store "none" if silent after a careful read, not after a guess.

• Expenses and underwriter cutback. Who pays registration expenses on a demand, and the cutback priority if the offering is scaled down. Nixon Peabody: underwriters can reduce investor shares when market capacity is tight. Keep the final included-share count on the child demand row.

• Status / termination. Right outstanding, demand pending, registration effective, or terminated (time cap, IPO, Rule 144 free tradability, or other trigger). Nixon Peabody: typical termination after 3 to 5 years, upon an IPO, or when shares are freely tradable under Rule 144. Copy yours.

Copy the model floor only if your IRA uses it

Do not paste the NVCA $20 million S-1 floor onto a 2022 side letter that still says $15 million or a seed IRA with a lower negotiated minimum. Do not count a piggyback election as a spent demand. Do not treat a company-initiated IPO as your demand unless the holders actually delivered the written request the IRA requires. Keep lockup and Rule 144 rows separate so termination events stay auditable.

When the ledger holds

The row holds if the seven cells are copied from the IRA and any demand notices (or marked missing). It fails when you invent a requisite percentage, burn a demand on a piggyback filing, or ignore a deferral clause that paused the clock. Raziel's startup investment tracker is where those process rights should sit next to ownership. Raziel does not decide whether a demand was validly made. Copy the seven columns.