Cap tables
How to prepare a cap table for investor due diligence
Before you share a cap table, reconcile it to the documents: every line must tie to a signed instrument, every option to a board approval and a grant agreement, every convertible to its executed terms. Investors are not looking for a beautiful spreadsheet — they are checking whether the shares they are buying are the shares that exist.
Prepared by Perseids · Published · Updated
The pre-diligence reconciliation
- 1Total issued shares in the cap table equal the statutory register.
- 2Every share issuance ties to a board resolution and a subscription document.
- 3Every option grant ties to a board approval, a grant agreement and the plan rules.
- 4Pool: authorised, granted, exercised, lapsed and unallocated all reconcile.
- 5Every SAFE and note is listed with cap, discount, interest and maturity.
- 6Leavers processed and lapsed options returned to the pool.
- 7Transfers recorded with the approvals that permitted them.
What investors will ask for
- A fully diluted cap table as at a stated date.
- A pro forma cap table showing the position after the proposed round.
- The option register, including vesting status.
- All outstanding convertible instruments with terms.
- Historic financing documents supporting each class.
The three findings that cost the most time
| Finding | Why it stalls diligence |
|---|---|
| Cap table does not tie to the register | Every subsequent number is treated as unverified |
| Options promised but never granted | Undocumented obligations with unclear cost |
| Convertibles with missing terms | Post-round ownership cannot be computed |
Cap table does not tie to the register
- Why it stalls diligence
- Every subsequent number is treated as unverified
Options promised but never granted
- Why it stalls diligence
- Undocumented obligations with unclear cost
Convertibles with missing terms
- Why it stalls diligence
- Post-round ownership cannot be computed
Prepared by Perseids for general information. It is not legal, tax or investment advice — confirm your specific situation with your advisers.
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