Co-founders, team & legal

What is a cap table, and how do I keep one?

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.

Part of Startup equity on eChai Explore.

Go deeper

6 resources, 6 link-checked.

📄 Article
✓ Link checked Free Beginner

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.

What is a cap table?

From pulley.com by Pulley 15 min

  • Keep issued shares and fully diluted ownership as separate columns.
  • Update the cap table the day anything is issued, not at year end.
Open pulley.com →
📄 Article
✓ Link checked India Free Beginner

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.

Founder Ownership by Round: How Equity Dilution Really Works

From EquityList by EquityList 12 min read

  • Concrete post-round ownership walk-through: ~71% post-seed, ~57% post-A, ~46% post-B for a two-founder cap table
  • The option pool is usually carved out pre-money at Series A, so it dilutes founders, not the new investor: negotiate its size
  • Indian founders should track this alongside ESOP grants and FLA/dematerialisation compliance, not as an afterthought
Open equitylist.co →
📄 Article
✓ Link checked Free Intermediate

A startup law firm on when a company should move its cap table from a spreadsheet to a platform, and what to look for in one.

Choosing the Right Cap Table Platform

From cooleygo.com by Cooley GO

  • Move off the spreadsheet once you grant options or have several investors.
  • Pick a platform your lawyers and investors can work with.
Open cooleygo.com →
📄 Article
✓ Link checked Free Beginner

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.

Cap Table Mistakes to Avoid When Preparing to Raise Your Next Round

From StartupBOS.org by StartupBoston 8 min read

  • Untracked SAFEs and notes create confusion about actual ownership and stall diligence: model every convertible before it converts
  • Every equity grant, SAFE, or note needs signed legal documents behind it, or you pay to fix it mid-round
  • A disorganized cap table read as poor management can lose investor interest before terms are even discussed
Open startupbos.org →
📋 Template
✓ Link checked Freemium Intermediate

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.

Cap Table and Exit Waterfall Modeling Tool (Foresight)

From Foresight by Foresight (Taylor Davidson) spreadsheet template

  • Model multiple future rounds, SAFE/note conversions, and option pool top-ups in one sheet to see cumulative founder dilution
  • Includes an exit waterfall so you see how liquidation preferences change who actually gets paid, not just the ownership split
  • Pay-what-you-want (zero accepted), so cost is never the excuse for signing without a forward model
Open hemrock.com →
🛠️ Tool
✓ Link checked India Freemium Beginner

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.

Qapita: Cap Table & ESOP Management for Indian Startups

From qapita.com by Qapita SaaS platform

  • Keeps the cap table, ESOP grants, and vesting schedules updating in real time, so what investors see in diligence is always current.
  • Built for Indian compliance and audit readiness (SEBI-aligned records, dematerialisation), which a generic US cap table tool does not handle.
  • Free for early stages, so there is no reason to run your equity on a fragile spreadsheet that breaks the moment diligence starts.
Open qapita.com →

Terms in this answer

People also ask

Also in D2C

The same ground, over in Get legal & compliant, our D2C track.

Also in How Founders Use AI

How founders actually use AI for this, over in Legal & Contracts.

Also in GTM

The same ground, over in Build the team, our GTM track.

eChai Partner Brands The partnership →