Chartered Accountant · ICAI M.No. 153926 · FRN 136869W
What it shows
A cap table sets out the company’s ownership — every shareholder with their share count and percentage — plus the ESOP pool and any convertible instruments (notes, CCPS) that will become shares. It’s the single source of truth for who owns how much, on both a current and fully-diluted basis.
Why you need it
You need a cap table to track dilution as you raise, model new rounds (see how a raise and ESOP pool increase affect each holder), run your ESOP, and — critically — satisfy investor due diligence, which always scrutinises it. A messy or inaccurate cap table is a red flag that can derail a deal or your valuation. Keep it reconciled to your register of members.
A worked example
Example: before a seed round, a founder’s cap table shows two founders (90%) and a 10% ESOP pool. Modelling the round on the cap table reveals the investor’s 20% and the pool increase will dilute the founders to about 65% — so they negotiate accordingly. Investors then verify the cap table in due diligence. Maintaining it from day one avoids painful reconstruction. Our team can build and maintain your cap table.