Cap Table

The record of who owns what share of the company.

Also known as: cap table, capitalization table, cap table management

The cap table records every share, option, SAFE and note: who holds what, at what terms, converting into what. It is the company’s ownership source of truth — every fundraise, hire grant, secondary sale and exit pays out according to it. Messy cap tables kill deals; clean ones close them.

columns:  holder · instrument · shares/terms · % fully-diluted
rows:     founders · employees/options · investors (per round) · SAFEs/notes outstanding

Maintain it continuously, not per-round: log every grant, SAFE and hire the week it happens, in software built for it (spreadsheets work until the first priced round, then migrate). Before any round, reconcile ruthlessly — discrepancies discovered in diligence read as incompetence at best.

The classic mistakes:

Spreadsheet chaos. Five versions, conflicting SAFEs, forgotten advisor grants. One maintained source, updated immediately, reviewed quarterly with counsel.
Dead equity. Departed founders and advisors holding unvested-era grants that should have been reclaimed. Vesting plus prompt buybacks keep the table alive (vesting).
Unmodeled conversion. SAFEs and notes listed at face value instead of converted shares. Always show fully-diluted percentages with conversion modeled — that is the only version that matters.
Surprise option pool. Pool expansions negotiated pre-money come from existing holders (mostly founders). Model pool needs two rounds ahead, not one.
handshake grants. “We’ll sort options later” produces conflicting memories at exactly the moment money arrives. Paper every grant when made, however small.

Hygiene: one tool, updated weekly, reconciled quarterly, lawyer-reviewed before rounds. A clean cap table is silent; a messy one speaks loudly at the worst time.