Cap tables

How to build a startup cap table

Build a cap table by recording events in date order — founding issuances, later issuances, option grants, exercises, transfers and convertible instruments — and letting the ownership percentages fall out of that history. A cap table that starts as a percentages table and works backwards will not reconcile to your documents, and diligence is precisely the exercise of checking that it does.

Prepared by Perseids · Published 2026-09-07 · Updated 2026-09-07

Step by step

1. 1Record the founding issuance: each founder, share class, number of shares, date, price paid.
2. 2Add every subsequent share issuance in date order, with the board or shareholder approval reference.
3. 3Add the option plan: authorised pool, each grant with vesting terms, exercises, and lapses on leavers.
4. 4Add convertibles: each SAFE or note with amount, cap, discount, interest and date.
5. 5Add warrants with holder, exercise price and expiry.
6. 6Compute the fully diluted total, then reconcile it against share certificates and the statutory register.
7. 7Publish one version and keep it current at each event, rather than rebuilding before each round.

A minimal worked structure

Reconciliation is the point

• Every line traces to a signed document with a date.
• The share total matches the statutory register exactly.
• Option grants match board approvals and grant agreements.
• Convertible terms match the executed instruments, not the term sheet.
• The fully diluted percentage you quote matches the one in the data room.

Prepared by Perseids for general information. It is not legal, tax or investment advice — confirm your specific situation with your advisers.