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Cap Table (Capitalization Table)

Also known as: cap table, capitalization table

A record of who owns what in your company: every shareholder, their share count, class, and ownership percentage.

What it is

A cap table is the ledger of company ownership. It lists founders, investors, and employees, how many shares each holds, what class of stock, and each party's percentage on a fully-diluted basis.

Facts

Fully-diluted ownership counts all issued shares plus options, warrants, and unconverted SAFEs/notes.
Common share classes: common stock (founders, employees) and preferred stock (investors).
The option pool appears as reserved (sometimes unissued) shares.
SAFEs and convertible notes show as pending conversions until a priced round.

Who it's for

Every founder from day one, and essential once you take on investors or grant options.

How it helps you

A clean cap table lets you model dilution from a new round, see each person's stake, and pass investor and acquirer due diligence smoothly.

Caveats

Managing a cap table in a spreadsheet gets error-prone fast. Missing option grants or miscounted SAFEs create disputes and can derail a financing or acquisition.

Conclusion

Your cap table is the source of truth for ownership; keep it accurate and fully-diluted from the start, ideally in dedicated software.

How it helps you

The single source of truth for who owns your company, and the first thing an investor or acquirer will scrutinize.

#equity#ownership#fully-diluted#shares#due-diligence#legal#fundraising#finance

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