Cap Table

A spreadsheet or document called a capitalization table, also referred to as a cap table, shows the ownership structure of a corporation.

Cap Table

Capitalization (Cap) Tables

A cap table is a record that lists the equity ownership structure of a company. It is used to keep track of how equity, debt, and other securities are distributed as well as to estimate the prospective worth of the business and its stock. It is a useful financial report for both new businesses and more established ones since it gives a clear, simple, and useful picture of the financial structure of the organization.

A cap table's main advantage is that it aids in a company's understanding of ownership and enterprise value. For various reasons, this creates a significant perspective for the finance departments of companies. For instance, when making crucial business choices like raising money, issuing shares, or negotiating an acquisition, it can be helpful for founders and management to understand who owns what proportion of the company.

Secondly, in the event of a fresh round of funding or the issuing of new shares, the dilution of current shareholders can be calculated using a cap table. This information can be evaluated to help management decide how to raise capital more intelligently or to negotiate better terms for shareholders.

Additionally, a cap table is also crucial for helping businesses prepare for and make assumptions related to the future. Companies can better plan for possible liquidity events, such as an IPO or purchase, by identifying who owns the company and its worth. The management can better understand the effects of alternative financing structures on the ownership and value of the company by using a cap table to model various financing scenarios.

As a result, cap tables are vital tools for businesses of all sizes because they offer a precise and comprehensive summary of who owns what and how much the company is worth. Companies can use these valuable documents to assist them make knowledgeable decisions about strategic planning, equity issuance, and financing that will lead to long-term success and growth.

How to Prepare a Cap Table?

The process of creating a cap table entails obtaining and arranging data regarding the ownership structure of a company, such as the kinds and quantities of securities issued, the percentage ownership of each shareholder, and the company's worth. Since this is a long and attention-needed preparation period, a step-by-step guide illustration can be a clearer way to understand and apply this table to your own firm’s financial issues.

  • Assemble all necessary ownership details: The number of outstanding shares, options, warrants, convertible securities (i.e., convertible notes), and other securities issued by the corporation (such as SAFE securities) are all included in this.
  • Calculate the ownership proportions: Based on the number of shares they currently own or the number of shares they would acquire if all outstanding options or warrants were exercised, determine each shareholder's percentage ownership in the company.
  • Describe any preferred stock in detail: Include details regarding the liquidation preferences and any other rights or advantages attached to the preferred stock, if the company has issued any.
  • Determine the company's value: To determine the overall worth of the company's outstanding equity, use the most current valuation calculated for the business.
  • Regularly update the cap table: Make sure to update the cap table whenever the company issues new securities, such as fresh equity or convertible notes, or if the ownership structure changes.

Although these steps might be useful for your financial calculations and estimations, they cannot be totally concluded without a simple example of a cap table. Therefore, assume that there is ABC Inc., which is a startup established by two founders, Jane and Sam. A venture capital firm provides them with $500,000 in seed investment up front in the form of a convertible note with a $5 million valuation cap. In the following equity financing round, the note is converted into equity.

The convertible note turns into equity when ABC Inc. secures a $2 million Series A round at a $10 million pre-money valuation after a year. 500,000 shares of common stock and 1 million shares of preferred stock are included in the Series A round.

For this case, the cap table for ABC. Inc can be drawn like the following:

In this case, the VC company holds 50% of the preferred stock, while Jane and Sam each possess 25% of the common shares. There are now 2 million shares outstanding, consisting of 1 million shares of preferred stock and 1 million shares of common stock. The outstanding options and warrants are also included in the cap table, and depending on the number of shares each shareholder has, the overall percentage ownership is computed.

This example consists of a simple example; however, for a real business, there might be some complicated parts that may result in a misleading calculation while gathering the data or forming the table. Thus, there are several points to pay close attention to while formatting a cap table:

  • Inaccurate ownership data: The cap table may be incorrect if comprehensive and accurate ownership data is not gathered. The ownership percentages might not be accurate, for instance, if there are mistakes in the number of shares outstanding, the number of outstanding options, or the number of outstanding warrants.
  • False valuation: A key component of the cap table is the company's valuation, and inaccuracies in valuation can have a serious impact on both the ownership percentages and the company's value.
  • Neglecting to include all securities: The cap table may contain mistakes and give a false picture of the ownership structure of the company if it excludes certain securities, including convertible notes or restricted stock units.
  • Calculating dilution incorrectly: When new equity is issued, there is dilution, which lowers the existing shareholders' percentage ownership. The cap table may contain mistakes and the ownership percentages may be misrepresented if the dilution is calculated incorrectly. Therefore, it is important to be careful in both calculating the dilution and decreasing the shareholders’ percentage of ownership accordingly.
  • Not consistently updating the cap table: A company's ownership structure may change frequently, particularly in startups in their early stages. Regular cap table updates are necessary to avoid having obsolete data and an inaccurate representation of the company's ownership structure.

Stakeholders may make sure that the cap table appropriately depicts the ownership structure and value of the firm by being aware of these typical errors and taking action to avoid them.

Where to Use Cap Tables?

For investors, business owners, and other stakeholders in the startup industry, cap tables have become a crucial tool. A cap table's main purpose is to give a general picture of a company's ownership structure, including the kinds of securities issued and the percentage ownership of each shareholder. This data can be used in a number of ways and is essential for making wise decisions about the company's future.

The first main area of cap tables is their frequent usage in financing and fundraising cycles. Potential investors will want to look at the cap table when a company is looking to raise capital in order to understand the ownership structure of the business and the potential dilution caused by the new investment. The cap table can be used to determine how the new investment will affect existing shareholders' ownership percentages as well as the company's overall valuation. The terms of the investment, such as the share price or the liquidation preference, can also be discussed using the cap table.

Secondly, in the management and administration of equity compensation systems, cap tables can be implemented. Many companies give their employees equity benefits like stock options or restricted stock units. The number of outstanding options or units, as well as vesting schedules and exercise prices, can all be tracked using the cap table. The management of the equity compensation plan and ensuring that employees receive fair remuneration depend on this knowledge.

Another key area where cap tables can be applied is the mergers and acquisitions (M&A) transactions. The cap table is utilized when a company is bought in order to comprehend the ownership structure of the target firm as well as any possible dilution that may follow from the acquisition. Moreover, these beneficial documents can be used to determine the target company's value and bargain over the acquisition's conditions.

Lastly, cap tables can also be utilized for internal reporting and management. Stakeholders can better comprehend the effects of financing rounds, equity compensation schemes, and other business events by analyzing the ownership structure of the company over time. Since cap tables are more easy and more comprehensive ways to express this structure distribution, stakeholders and financial reporting personnel can benefit from them. This data can be used to support strategic decision-making and make sure the business is on track to achieve its objectives.

In conclusion, capitalization tables are an essential tool for different types of groups such as investors, business owners, and other parties involved in the startup industry, and can be used for a variety of purposes. Stakeholders can decide on the future of their companies or may achieve sustainable and healthy growth conditions by using cap tables efficiently and comprehending their significance.

Securities in Cap Tables

There are a large number of different securities in the cap tables of high-volume corporations. Although a startup may not have such a complex structure, its cap table will also expand over time while the sales volume and business size are growing. Equity securities, such as common stock and preferred stock, as well as convertible instruments, including convertible notes and SAFEs (Simple Agreements for Future Equity), are frequently included in cap tables. At the same time, options, warrants, and units of restricted stock are examples of additional securities. These securities have paramount influence because they reflect ownership stakes in the firm and have the potential to affect its ownership composition, value, and dilution.

According to their basic definitions, equity grants the shareholder access to a piece of the company's assets and income as well as ownership in the business. The ownership structure and dilution of the company are affected by convertible instruments, such as convertible notes and SAFEs, which can convert into equity at a later date or upon the occurrence of a specific event. The ownership structure and dilution of the company can also be affected by options, warrants, and restricted stock units, which represent the opportunity to buy or receive equity in a future period.

Stakeholders can have a better understanding of the ownership structure of the firm, the potential effects of fundraising rounds and equity compensation plans, and any potential dilution that may take place by keeping track of these securities and the agreements associated with them. In order to have a correct and effective cap table that reflects the firm’s finances and equity framework appropriately, these different types of security groups' main ones can be detailly examined.


A cap table's equity component is an essential element since they represent ownership stakes in the company and have an effect on its ownership composition, valuation, and dilution. Equity securities, which entitle the shareholder to a share of the company's income and assets, are often provided to founders, workers, and investors in exchange for money or services rendered. Common stock and preferred stock are the two categories of equity securities that are most frequently encountered in cap tables.

The company's basic ownership stake is represented by its common stock, which allows holders to have one vote per share as well as a pro-rata share of the company's assets and income. Common stock normally gets the lowest priority in the event of bankruptcy or liquidation since it is the most junior security in a company's capital structure. If the corporation distributes dividends, common investors may also be eligible to receive them, though this is not a certainty.

Contrarily, preferred stock enjoys privileges over common stock, including the ability to receive dividend payments ahead of ordinary stockholders and the proceeds of a corporate sale or liquidation ahead of common stockholders. The right to convert into common stock at a specific price or after the occurrence of a specific event, as well as the right to take part in future financing rounds, are examples of additional rights that may be attached to preferred stock. On the other hand, because they have a fixed amount of payment for every period, they cannot get an additional return from the company’s profitability in case of an increase in sales volume.

In a cap table, some important factors for equity securities include:

  •  Number of shares outstanding: The overall ownership interest in the firm is represented by the number of shares of each class of stock that are outstanding, making this measure a fundamental one to monitor in a cap table.
  • Price per share: The value ascribed to each share of stock is known as the price per share, and it is used to determine the company's overall market value.
  •  Right to vote: The control and decision-making authority of each shareholder may be influenced by the number of votes per share.
  •  The preference of liquidation: The distribution of proceeds in the case of a sale or liquidation of the firm may be impacted by the liquidation preference of preferred stock.
  • Conversion rights: The ownership structure and dilution of the company, as well as the potential value of the stock, can be affected by the conversion rights of preferred stock.
  •  Anti-dilution provisions: Anti-dilution clauses may have an effect on the ownership structure and potential dilution of the business, and they may offer preferred stockholders protection in the event of additional funding rounds.

Stakeholders can gain a deeper understanding of the company's ownership structure and make more educated decisions about the future of the business by keeping track of these important metrics in their cap tables.


A frequent form of security in early-stage startup financing is a Simple Agreement for Future Equity (SAFE). It is an agreement between a firm and an investor that grants the investor, in return for a monetary investment, the right to receive equity in the company at a later date or upon the happening of a specific event. When the company's valuation is unknown and standard stock financing is impracticable, SAFEs are often employed in seed-stage or pre-seed financing rounds.

The main advantage of adopting a SAFE is that it streamlines the investing process by postponing the firm appraisal to a later time. As a result, the company can acquire capital without having to set a precise valuation, which can be difficult in the early phases of a company's development. This can be advantageous for both the company and the investor. Additionally, it enables the investor to postpone deciding on the investment's worth until more details about the business are available.

When examining a cap table, it is important to comprehend a few essential terms that are frequently used in a SAFE:

  • Conversion Discount: A conversion discount is a clause that enables the investor to buy equity at a lower cost per share than the company's future investors. If the company's valuation rises over time, this could offer the investor a higher potential return on investment.
  • Valuation Cap: A clause known as a "valuation cap" establishes a maximum valuation for the business at the moment of conversion. If the company's valuation considerably rises before the conversion date, this can shield the investor from dilution.
  • Conversion Event: The catalyst for SAFE's conversion into business equity is a conversion event. This can be predicated on a specific value level or a specific date, such as a future fundraising round or exit event.

It is significant to remember that until they are converted into equity, SAFEs do not grant ownership in the company. As a result, until they are converted, SAFEs are often not listed in a company's capitalization chart. The number of shares issued in the case of a SAFE conversion into equity is normally calculated using the conversion method specified in the SAFE agreement, and the transaction is typically reflected in the cap table as a new equity issuance.

Convertible Notes

A convertible note is a kind of security frequently used in startup financing that gives an investor the option to convert the note into stock in the business at a later time, typically upon the happening of a certain event. Convertible notes can offer investors a higher potential return on investment than conventional debt financing and are frequently utilized in early-stage fundraising rounds when the company's valuation may be ambiguous.

When examining a cap table, it is necessary to grasp the following basic traits of convertible notes:

  •  Interest rate: Interest on convertible notes normally accrues and can either be paid in cash or increased to the principal. Depending on the specifics of the contract, the interest rate on the note may change, although it will normally be lower than the interest rate on conventional debt financing. Hence, the risk will be lower for investing in convertible notes rather than traditional debt financing methods, but the return will also be lower for these types of securities.
  • Conversion price: The price per share at which the note may be converted into stock in the corporation is known as the conversion price. The conversion price may be predetermined at the time the note is issued or it may be established using a formula that accounts for the price of upcoming equity rounds.
  • Maturity date: The note must be paid off by the maturity date, either in cash or by converting it into stock in the business. The investor may have the right to demand repayment of the principal and accrued interest if the note is not paid off by the maturity date. They may also have the right to convert the note into equity at a predetermined discount.

Similar to SAFE investments, conversion discounts, valuation caps, and conversion events are covered terms by convertible notes. Furthermore, in the case of conversion to equity, they will be referred to as new equity issuance in capitalization tables as it has occurred in the SAFEs conversion process.

Convertible notes can be complicated financial instruments; therefore, before making an investment, you should thoroughly understand the conditions of the contract, and evaluate its main advantages. Convertible notes can streamline the investment process, offer investors a higher potential rate of return than conventional debt funding, and can be designed to contain valuation caps and conversion discounts that benefit investors further. 

Despite these benefits, conversion bonds may have disadvantages for certain types of investors. For example, if the conversion price is much less than the price paid by future investors, this could cause a severe dilution for existing shareholders. Also, it may lead to bad results for the business, such as high-interest rates or early maturity dates. Nevertheless, they are still important investment opportunities that are represented in firms’ cap tables. 

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