What Is a Cap Table?
A cap table records who owns what percentage of your company. Essential for fundraising, exits, and employee equity.
Key Takeaways
- A cap table lists all shareholders and their ownership percentages
- It tracks all share classes, options, and warrants — not just ordinary shares
- Dilution occurs every time new shares are issued
- A clean, accurate cap table is essential for any fundraising round
What a cap table is
A capitalisation table records the full ownership structure of a company. It lists every shareholder — founders, investors, employees with options — and shows exactly how many shares each holds and what percentage that represents. It is the definitive record of who owns what.
What it includes
A complete cap table includes ordinary shares held by founders and early investors, preference shares held by later investors (which often carry special rights), employee share options under an EMI or other scheme, and any convertible loans that will become equity upon a trigger event.
Dilution
Every time your company issues new shares — in a funding round, to employees, or to an advisor — existing shareholders are diluted. If you own 50% of 1,000 shares and the company issues 500 new shares, you now own 33%. Your share count has not changed but your percentage has decreased. This is normal and expected in a venture-backed business.
Fully diluted vs issued shares
Issued shares are what exists today. Fully diluted shares include what would exist if all options and convertibles were exercised. Investor ownership percentages almost always use the fully diluted share count. Always check which basis is being used when reviewing ownership figures.
Keeping it clean
A messy cap table — errors, missing entries, disputed share numbers — is a serious red flag for investors and can delay a fundraising round. Keep it updated after every transaction. Use dedicated cap table software (SeedLegals, Capdesk, Carta) rather than a basic spreadsheet for anything beyond the earliest stage.