What a Cap Table Actually Is
A capitalization table — cap table — is a complete record of every equity stake in your company. It lists every shareholder by name, the type of security they hold (ordinary shares, preference shares, options, warrants, convertible notes), the quantity, and the resulting percentage ownership on both an issued and fully diluted basis.
It is not a static document. Every time you issue shares, grant options, convert a SAFE, or bring on a new investor, the cap table must be updated. A cap table that has not been updated is not a cap table — it is a historical record with unknown errors baked in.
In the UK context, your cap table must also be consistent with your Companies House records. Share allotments filed on an SH01 form, director details, and your confirmation statement all feed into what Companies House knows about your ownership structure. If these conflict, you have a legal problem — not just an admin one.
The 7 Required Columns
Most templates only include 3 or 4 of these. The missing ones are exactly the ones that cause problems at due diligence.
1. Shareholder Name
Full legal name, not a nickname or trading name. For companies, include registered company number. Errors here create complications at exit.
2. Security Type
Ordinary shares, A-ordinary, preference shares, options (with plan name), warrants, SAFEs, convertible notes. Each type has different rights and different treatment at exit.
3. Number of Shares / Units
The raw share count. Never use percentages as the primary record — percentages change with every new issuance. Shares do not (unless you do a split or consolidation).
4. Issue Price / Strike Price
For shares: price paid per share. For options: exercise price. For SAFEs/notes: investment amount and any cap or discount. Critical for calculating returns at exit.
5. Vesting Schedule
For founders and employee equity: start date, cliff, vesting period, acceleration provisions. A co-founder who left after 6 months holding 25% unvested is a red flag — or should be if it was handled correctly.
6. Issued % (Basic)
Ownership calculated against total issued shares only. This is the legal ownership percentage on the register.
7. Fully Diluted %
Ownership calculated against total issued shares plus all potential shares (options, warrants, convertibles). This is how investors measure your ownership and how exit proceeds are modelled.
How a Cap Table Evolves
Each equity event changes the cap table. Here is the typical sequence for a UK seed-stage startup.
Incorporation
2 founders issue 1,000,000 shares each. Share price: £0.0001 nominal. Cap table has 2 rows, 100% founder-owned.
Pre-Seed Angel Round (or SAFE)
Angel investors provide £150K on a SAFE with a £2M cap. No new shares issued yet — but the SAFE appears on the cap table as a convertible instrument. Fully diluted percentage is calculated at the cap.
Option Pool Created
Board authorises an EMI option scheme with 200,000 options (10% of total). No options granted yet but the pool appears as a reserved block. This dilutes founders on a fully diluted basis immediately.
Seed Round (Priced)
VC invests £750K at £3M pre-money. New shares issued at £1.50 per share. SAFEs convert at their cap price. Option pool is topped up. Cap table now has 5-6 rows and multiple share classes.
Employee Option Grants
Individual option grants to employees appear as rows with name, grant date, quantity, exercise price, and vesting schedule. Until exercised, they count in fully diluted totals but not in issued totals.
CapBrief
Upload Your Cap Table CSV — Get an Investor-Ready Report
CapBrief reads your existing cap table (Excel, Google Sheets, or CSV), calculates fully diluted ownership, models future round scenarios, and generates a clean PDF report for investor meetings — in under 2 minutes.
Try CapBrief Free →Frequently Asked
What is a cap table?
A capitalization table (cap table) is a spreadsheet or software record that shows who owns equity in a company, in what amounts, and in what form. It lists every shareholder, every share class, every option holder, and every convertible instrument. It is the single source of truth for company ownership — updated at every round, grant, transfer, or exercise event.
When should a startup create a cap table?
At incorporation, before any shares are issued or options granted. Most founders delay and then have to reconstruct history — which introduces errors and creates due diligence headaches. Create it on day one and update it after every equity event. A stale cap table is worse than no cap table because it creates false confidence.
What is the difference between issued shares and fully diluted shares?
Issued shares are shares that have actually been issued to shareholders. Fully diluted shares include issued shares plus all potential shares — unexercised options, unvested equity, warrants, and the potential shares from converting convertible notes or SAFEs. Investors almost always calculate ownership on a fully diluted basis. If you quote ownership on an issued basis, you will disagree with your investor's numbers.
Does a cap table need to be filed anywhere?
In the UK, share allotments are reported to Companies House via a Confirmation Statement and a Return of Allotments (SH01). The cap table itself is not filed, but the data must be consistent with your Companies House records. Discrepancies between your internal cap table and Companies House filings are a common due diligence failure point.
What do investors look for in a cap table during due diligence?
Investors check: (1) that founder shares have vesting schedules — unfounded equity in departed co-founders is a red flag; (2) that option pool size is appropriate and properly authorised; (3) that there are no surprise rights — drag-along, anti-dilution, or pre-emption rights that could complicate the deal; (4) that convertible instruments are correctly captured with full terms; (5) that Companies House records match the cap table exactly.
Can I manage my cap table in Excel?
Yes — at pre-seed and seed stage, a well-structured spreadsheet is entirely adequate. Problems arise when Excel is used as a calculation tool rather than a record-keeping tool: circular references, hard-coded percentages, and no version history. Use Excel to record facts (shares issued, option grants) and calculate percentages from those facts. Use CapBrief to model scenarios and generate investor-ready reports from your Excel data.