Crowdcube request to change Investor Nominee Terms

One additional aspect I have queried (waiting for a response from Crowdcube) is why the terms of the Declaration of Trust that was made to me personally is subject to a community vote in order to make changes to it.


Can someone give me a link to the poll? I’ve received nothing from monzo even though I invested in the last round. I want to vote no also

You have already accepted the terms in the last round.

This is for investors of pervious rounds.

If you invested in the most recent round, you are already on the new terms with no ability to move off them. Sorry.

This article has got Crowdcube co-founder Luke Lang on record.

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To be completely clear, in circumstances where there is fraud, negligence or breach on Crowdcube’s part we cannot use the assets to cover any loss. In circumstances outside of these, then we can use the value of the shares held in trust to cover any losses. For example, if we were directed by investors to act or vote in a certain way and, as a result of this action, other shareholders took action against the Nominee, we could use the assets of the investors in that company who have shares held by the nominee to defend or settle that case. I hope that helps clarify this point.

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We have worked closely with Monzo to coordinate this, and both ourselves and Monzo saw the benefit of all investors being on these new improved terms. As Crowdcube holds the legal title to investors shares in Monzo, we are required to issue the vote, which has been done in collaboration with Monzo. With regard to full disclosure, the document you have been sent to vote on includes all the details of the updated terms. I hope that provides clarification but please just let me know if you have any further queries.

As an example, we would like to talk about one hypothetical scenario that is a change for the better, this is if Monzo needs to amend their Articles due to a grammatical error. Under the proposed new terms, Monzo would provide this information to us in the form of a written resolution. We would review it and in this example, deem that it doesn’t directly impact investors. Under the old terms, we would have to put that out to a vote and risk it being voted down if only a minority of investors respond. Under the new terms, if it is that clear it will not directly impact investors, we can make the decision, inform investors that we have made that decision, and execute. This allows for the change to be made quickly to the benefit of Monzo and its investors.

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Both Crowdcube and Monzo wanted to give investors the opportunity to vote on proposed changes to the nominee terms, which would make them consistent with investors from Monzo’s latest crowdfunding round. This will mean that, regardless of which funding round you invested in, you will be held under the same terms as all other investors, if the majority of shareholders vote in favour of the proposed change.

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After reading all this, I’ve voted no. Being on the same terms reduces friction for crowdcube in the case of any issues. Being on separate terms means they can’t be treated as all one block and probably works in investors favour as opposed to crowdcubes.

I’m not entirely sure the new terms are worse, but they aren’t better and the communication around it and the careful language used makes me wary.

The first thing that should have been answered is why this is deemed necessary to do in the first place, what does it matter if we’re on the old terms? They won’t be touched until Monzo IPOs? That question has yet to be answered in a clear, plain english, manner and I feel most of the benefit will go to crowdcube.


If it’s about improving terms you could have issued a request to change terms

But to add the we might charge you fees isn’t clear what type of fee an admin or a carry fee such as seedrs.

Surely the shareholding vote of the VC and founders far outweigh the crowd so therefore when articles need to be changed they can vote this through with sufficient vote Percentage therefore the crowd votes don’t account for much

  • Are the votes recorded and counted by Crowdcube? Or is this outsourced?

  • If you wanted uniformity of terms between the last round, and previous investors then why not just move the last round investors to the old terms?

  • Can you provide better examples of how these changes benefit the investors?

  • The voting page mentions better protection. Are you suggesting the nominee representing the shares currently isn’t a regulated entity?


I haven’t received anything either, actually stumbling onto this forum thread is the first I’m hearing of these changes.

Did you invest in rounds 1 or 2? The later rounds all have the above terms.

The most recent round, even if we are already bound by the terms, communication and clarity has been pretty poor on both sides it seems.

Communication from Crowdcube has indeed been poor to affected investors. I don’t see Monzo getting involved any more than they already have as the contract is between Crowdcube and the affect investors and not Monzo.

In fairness to Crowdcube, you are already bound to these terms and you should know them because you signed up to them in December and obviously read them then carefully before you bought your shares. I’m in the same boat as you.


I think my mqin concern is what happens to our shares if Crowdcube goes bust ?

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I don’t think the nominee can go bust - it’s a separate entity which just holds shares - it doesn’t operate a business, so it would never make a profit or loss.

Crowdcube could though and then a third party could control the nominee