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Cap Table

A spreadsheet or software record showing all equity ownership in a company, including shares, options, warrants, and convertible instruments.

A capitalization table (cap table) is a comprehensive record of all equity ownership interests in a company — common shares, preferred shares, stock options, warrants, convertible notes, and SAFEs — organized to show each stakeholder's ownership percentage and economic rights on a current and fully diluted basis.

A well-maintained cap table is essential for: running investor presentations with accurate ownership representations; modeling dilution from future financing rounds, option grants, or warrant exercises; calculating liquidation waterfall payouts in M&A scenarios; processing exercises, transfers, and repurchases; and filing equity-related tax forms (83(b) elections, 409A valuations, ISO disqualifying disposition reporting).

For early-stage companies, cap tables are often maintained in Excel. As complexity grows — multiple preferred stock series, extensive option grants, convertible instruments — dedicated cap table management software (Carta, Pulley, Capshare, LTSE Equity) becomes essential. These platforms provide legally binding electronic records, automated equity plan administration, and scenario modeling tools.

Key stakeholder categories on a typical startup cap table: founders (common stock, often subject to reverse vesting), employees (ISOs and NSOs issued under an equity plan), early investors (SAFEs or convertible notes at seed stage, preferred stock at Series A+), VCs (preferred stock with full protective provisions), and advisors/service providers (typically small common stock or option grants).

The option pool is a reserved block of shares available for future equity grants to employees and advisors, typically 10–20% of fully diluted shares. Investors often require an option pool refresh before leading a new round, which dilutes existing shareholders pre-money (a factor in valuation negotiations).

FAQs

What is the difference between basic and fully diluted shares?

Basic shares outstanding include only actually issued and outstanding shares. Fully diluted shares include all shares that would be outstanding if all options, warrants, convertible securities, and SAFE/note conversions were exercised or converted — representing the maximum potential dilution. Investors always use fully diluted shares when calculating ownership percentages.

How does a new funding round affect the cap table?

A new priced round issues new preferred shares to investors, which dilutes all existing shareholders proportionally on a percentage basis (though their absolute number of shares doesn't change). SAFEs and convertible notes also convert to shares at the priced round, further adding to the share count. The founding team's ownership percentage decreases with each round.

What is a pro forma cap table?

A pro forma cap table models the company's ownership structure after a proposed transaction — typically a new funding round. It shows the pre-money cap table, the effect of converting existing SAFEs and notes, the issuance of new investor shares, any option pool refresh, and the resulting post-money ownership percentages for all parties.

Related Terms

Tools for this concept

AngelList Equity encompasses the equity management and investment infrastructure services that AngelList provides to startups, investors, and syndicates within its sprawling startup ecosystem. AngelList's position as the largest online platform for startup-investor connections gives its equity services unmatched distribution — millions of founders and investors interact through AngelList, making its equity infrastructure an natural extension of those relationships. The Stack product provides startups with US company formation, initial cap table setup, SAFE issuance, and banking in a bundled startup-in-a-box package. AngelList's SPV (Special Purpose Vehicle) service enables angel investors to pool capital and invest as a single vehicle into startups, with AngelList handling fund administration, K-1 generation, and regulatory compliance for each SPV. Rolling Funds allow investors to raise capital on a quarterly subscription basis, democratizing venture fund management for emerging managers. The equity management tools track option grants, vesting schedules, and cap table updates through the AngelList platform with integration into AngelList's broader investor and talent marketplaces. Carry tracking and distribution management handle the economics of SPV and fund investments. For founders deeply embedded in the AngelList ecosystem — using it for recruiting talent or raising angel rounds through syndicates — the equity management services create natural integration. For investors running multiple SPVs or building an emerging manager brand, AngelList's fund infrastructure eliminates significant operational complexity.

Gust is a startup investment platform that connects early-stage founders with angel investors, accelerators, and startup programs, providing equity management tools alongside the funding relationship infrastructure. Originally launched as the standard platform for organized angel investing globally, Gust has expanded to offer cap table management, online SAFE and note issuance, and equity documentation tools for pre-seed and seed-stage startups. The platform is used by thousands of angel groups, accelerators, and incubators globally as their standard application, evaluation, and portfolio management system — meaning many accelerator applications are submitted and processed through Gust by default. For startups, Gust provides a managed company profile that serves as a pitching document for investors browsing the platform. Cap table management covers basic equity tracking with support for SAFEs, convertible notes, and common stock. Online closing tools enable remote issuance of SAFEs and convertible instruments with electronic signature, reducing legal costs for standard seed financing documents. The launch package provides access to state-specific formation documents and standard legal templates. Gust's investor portal gives angels a portfolio management view across all their Gust-connected investments. While Gust lacks the equity management depth of Carta or Pulley for post-seed companies, it serves a specific and valuable role as the standard platform for the angel investing ecosystem — making it a natural first equity management tool for companies raising their first institutional money from angel groups and accelerator programs.

Qapita is an equity management and fintech platform serving startups and growth companies across Southeast Asia and India, providing cap table management, employee equity administration, and secondary share liquidity services adapted for regional markets. The platform covers equity management across Singapore, India, Vietnam, Malaysia, Indonesia, and other SEA markets, with jurisdiction-specific compliance for each country's company law, tax regulations, and securities requirements. Cap table management tracks equity across multiple share classes, convertible instruments, and option pools with real-time dilution calculation and shareholder analytics. Employee ESOP administration handles option grant documentation, vesting schedule tracking, exercise workflows, and the jurisdiction-specific tax compliance for employees in each covered country. The secondary marketplace capability is a distinctive feature — Qapita provides a liquidity platform where employees and early investors can sell equity in private companies, addressing the illiquidity problem that makes pre-IPO equity difficult to value for retention purposes. This secondary market functionality has particular relevance in Southeast Asia where IPO timelines are less predictable and employees may need liquidity options before an exit event. 409A equivalents and local valuation support cover the fair market value determinations required for option pricing in each jurisdiction. Integration with legal tools and cap table-aware document management simplifies the due diligence process for fundraising. For Southeast Asian and Indian founders managing equity complexity across multiple legal jurisdictions where US-centric platforms provide inadequate regional coverage, Qapita's multi-market expertise provides meaningful practical value.