A cap table is the record of who owns what in your company: every shareholder, how many shares each holds and the percentage that makes, counted on shares issued and fully diluted, which adds the option pool and any SAFEs or notes that will convert. Say two founders hold 5,000 shares each and an angel buys 1,000 new shares: each founder falls from 50% to about 45.5% and the angel owns about 9.1%. Keep it in a spreadsheet while it has a few names, matching your share allotments and the company's register of members exactly, and move to software such as Qapita or EquityList once you grant ESOPs or raise a round. Model every new round in it before you sign.
A plain guide to what a cap table tracks, how to read one, spreadsheet versus software, how it differs from a balance sheet, and common mistakes founders make.
Written by EquityList, the India-based cap table platform, so it speaks to founders managing ESOP pools and dematerialised shares under Indian norms, not just Delaware C-corps. It walks a two-founder company round by round with real percentages (about 71 percent held post-seed, 57 percent post-Series A, 46 percent post-Series B, 36 percent post-Series C) so you can see exactly where the option pool and each raise leave you. That forward view is the whole point: if your model puts two founders in single digits by Series B, you are raising too much too early or on bad terms.
This is the clean-cap-table companion to the dilution math: it names the six specific things that scare a first lead investor, including neglected SAFEs and notes that create confusion about real ownership, undocumented early grants with no vesting, and a disorganized table that stalls diligence. If you are stacking a grant, an incubator, and an accelerator, this is the checklist for keeping the table clean enough that your first priced round does not choke on it.
This is the spreadsheet to actually model your cap table forward three rounds before you sign the first term sheet. It adds priced rounds, converts SAFEs and notes, issues option pools, runs pro rata, and computes the exit waterfall with liquidation preferences, so you see where founders land under real terms, not a napkin percentage. It is pay-what-you-want (0 dollars accepted, 20 dollar suggested), rated 4.9 across hundreds of founders, so there is no reason to sign a round blind.
For Indian founders the cap table is where diligence most often gets messy (SAFEs, convertible notes, ESOP grants, and vesting all sprawling across spreadsheets), and Qapita keeps it as a single source of truth built for SEBI-compliant, audit-ready records rather than a US-only view. The free tier covers pre-seed and seed stages, so you can keep the table clean from the first grant instead of reconstructing it under term-sheet pressure. It is one credible option (EquityList is a comparable India-first alternative worth a look), so pick on price and stakeholder count, not brand.