Cap Table
A spreadsheet showing the equity ownership, dilution, and value of a company across all shareholders.
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Definition
A capitalization table (cap table) is a detailed record of a company's equity ownership structure. It shows every shareholder, their share types (common, preferred, options), and their percentage ownership. The cap table evolves with every funding round, option grant, and equity transaction.
Cap tables start simple (founders splitting equity) and become complex as the company raises multiple rounds, creates option pools, issues warrants, and grants equity to employees. Software tools like Carta, Pulley, and AngelList Stack help manage cap table complexity.
A clean, well-maintained cap table is essential for fundraising, M&A, and IPO preparation. Investors will scrutinize the cap table during due diligence to understand ownership dynamics, identify potential conflicts, and evaluate their expected returns.
Why It Matters for Founders
The cap table determines who controls the company and who benefits from its success. Poorly managed cap tables can create legal liability, complicate fundraising, and lead to founder disputes. Every founder should understand their cap table and its implications.
Common cap table mistakes include: giving away too much equity too early, not reserving an option pool for employees, not understanding dilution math, and informal agreements without proper documentation.
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Real-World Example
After a seed round, a cap table might show: Founder A (40%), Founder B (30%), Employee Pool (10%), Seed Investors (20%). The cap table tracks how these percentages change with each subsequent round.
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Frequently Asked Questions
What is a cap table?+
What tools manage cap tables?+
How does dilution work on a cap table?+
What is a typical founder cap table split?+
When should you start a formal cap table?+
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