What Is a Cap Table?
The record of who owns your company, what it contains, and how to keep it clean as you grow.
Short answer
A capitalization table, or cap table, is the record of who owns your company: founders, employees, and investors, along with how much they own, in what type of security, and at what price. It updates every time you issue, transfer, or convert shares. A clean cap table matters most when you raise, get acquired, or go public.
What a cap table is
A cap table records each holder, the security type, share counts, ownership percentages, and the price paid. It’s the single picture of who owns what. It tracks founders’ shares, an employee option pool, SAFEs, and investor shares, all in one place.
Why it matters
Your cap table is one of the first things investors and acquirers examine. A clean, current one speeds up your next round and your exit; a messy one raises questions and slows deals down. It also shows you, at a glance, how much of your company you still own.
How a cap table changes over time
It changes constantly: founder shares at formation, an employee option pool, SAFEs and notes that convert later, new investors at each round, and the dilution that comes with issuing new shares. Each event should update one source of truth.
What makes a cap table “clean”
Accuracy, a single source of truth, and records that match your official transfer-agent register. The common failure is a spreadsheet that drifts out of date between events.
Cap tables and crowdfunding
A crowdfunding raise can add a large number of holders quickly, which makes clean cap-table management more important, not less. See cap table management for crowdfunded companies and our cap table and transfer agent guide.
Frequently asked questions
What is a cap table?
The record of who owns your company’s equity, including how much, what type of security, and at what price.
What’s included in a cap table?
Each holder, the security type, share counts, ownership percentages, and the price paid.
Why does a cap table matter?
It’s scrutinized in every round and every exit. A clean one speeds deals up; a messy one slows them down.
How does fundraising change my cap table?
Each round issues new shares and converts instruments like SAFEs and notes, which dilutes existing owners.
What’s the difference between a cap table and a transfer agent?
The cap table is the picture of ownership. A transfer agent is an SEC-registered party that keeps the official record of holders, if you choose to use one; many companies do once they have a large number of investors.
Key takeaways
A cap table is the record of ownership.
It contains holders, security types, amounts, and prices.
It changes with every equity event.
Keep one accurate source of truth.
It matters most at raises and exits.
Keep reading
You're on Cap Table & Ownership
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