To build a cap table, list every shareholder down one side and every type of security across the top, then record how many shares each person owns and what percentage of the company that represents. A capitalization table is the single source of truth for who owns your startup. You can start in a spreadsheet, show ownership on a fully diluted basis, and update it every time you issue shares, grant options, or close a round.
Why your cap table matters
A cap table is not paperwork; it is the map of control and value. Angels and venture investors almost always ask to see it before they wire money, because it tells them exactly what they are buying and how much dilution everyone takes. A messy or out-of-date cap table can stall a round or sink a deal during diligence, so founders treat it as a living document from day one.
What a cap table includes
At minimum, each row names a holder and records the security they own and the resulting ownership. Include:
- Shareholders: founders first, then employees with equity, then investors.
- Security type: common shares, preferred shares, options, warrants, SAFEs, and convertible notes.
- Shares issued and outstanding, plus the option pool reserved but not yet granted.
- Ownership percentage for each holder, and the price per share where relevant.
How to build one step by step
1. List the equity holders
Start a sheet with holders down the left. Founders go first, then early employees and advisors, then investors as they come in.
2. Add the security types as columns
Common stock, preferred stock, the option pool, and any convertibles. Each holder's shares sit under the right column.
3. Enter shares and compute percentages
Total the shares, then divide each holder's shares by the total to get ownership. This is the core math of the cap table.
4. Show it fully diluted
A fully dilutedcap table counts every share that could exist, including ungranted options and converting notes, so ownership reflects reality after dilution, not just today's issued shares.
Raising a round and need the numbers to hold up?
We build investor-ready financial models and clean cap tables that survive diligence, with dilution modeled across every round. Tell us about your raise and we'll quote the model and cap table.
Build my financial modelFounder shares, vesting, and the paperwork that protects them
Most startups authorize around 10 million shares at incorporation. The number is arbitrary, what matters is the percentage each holder owns, but it gives you room to grant options later. Issue founder shares immediately and put them on vesting: the standard is four years with a one-year cliff, which protects the company if a co-founder leaves early. Two filings matter at this stage. File an 83(b) election with the IRS within 30 days of the grant so you are taxed on the near-zero value now rather than as the shares vest and appreciate. And get a 409A valuation to set the fair market value, and therefore the option strike price, of your common stock; you need one at incorporation, after each priced round, and at least once a year. Missing the 83(b) window or skipping the 409A is one of the most expensive cap-table mistakes founders make.
Modeling dilution across funding rounds
The cap table's real power is showing how ownership changes as you raise. Each new round issues shares to investors and dilutes existing holders, and option-pool top-ups dilute too. Model this before you sign a term sheet so you understand the ownership you keep. The same numbers feed your startup valuation and the broader financial model behind your raise, and they should match everywhere.
Spreadsheet vs cap table software
A spreadsheet in Excel or Google Sheets is fine at the start and forces you to understand the mechanics. As you add investors, option grants, and convertibles, tools like Carta, Pulley, or Capboard reduce errors and keep a clean audit trail. Most founders graduate to software around their first priced round.
Common cap table mistakes
- Letting it go stale, so the version investors see does not match reality.
- Tracking only issued shares and ignoring the fully diluted picture.
- Forgetting the option pool, then being surprised by the dilution it causes.
- Hand-shake equity promises that never make it onto the table.
Where the cap table fits
Your cap table sits alongside the rest of your fundraising math, your burn rate and runway and your projections, and investors expect all of it to be consistent. If you would rather have the model and cap table built correctly the first time, our financial modeling service delivers an editable model with dilution scenarios you can defend.
