What Is a Cap Table? Meaning, Example and Template
A capitalisation table, or cap table, shows who owns what in your company: founders, investors, employees with options, and anyone holding a SAFE or convertible note. It shows each holder's shares and percentage, today and on a fully diluted basis. Investors check it early in every round.
What goes in a cap table
- Every shareholder and their number of shares
- Share classes, if you have more than one
- The employee option pool, granted and ungranted
- SAFEs, convertible notes and warrants, with their terms
- Ownership on an issued basis and on a fully diluted basis (as if every option and convertible had turned into shares)
A simple example
Illustrative example:
- Two founders hold 600,000 and 400,000 shares: 60% and 40%
- An option pool of 100,000 new shares is created. Total: 1,100,000. Founders: 54.5% and 36.4%. Pool: 9.1%
- An investor buys 25% after the round: 366,667 new shares. Total: 1,466,667
- After the round: founder A 40.9%, founder B 27.3%, pool 6.8%, investor 25%
Dilution, explained
Each time new shares are issued, every existing holder's percentage falls. That is dilution. It is normal and can be good: a smaller share of a more valuable company can be worth more. What matters is knowing the effect of each round before you sign.
Common cap table mistakes
- Equity promised by message or handshake and never documented
- No vesting for founders or early staff
- SAFEs and notes left out of the table
- A spreadsheet that does not match the legal documents
In Oman, partners' shares in an LLC are recorded in the company's legal documents and commercial registration, so every change in ownership is made in those documents first, with your lawyer, and then in the spreadsheet.
Keep it investor-ready
Keep one source of truth, reconcile it to the legal documents after every change, and model the next round before you negotiate. If you want a second pair of eyes, book a free first call.
Frequently asked questions
Ownership calculated as if every option, warrant, SAFE and convertible note had already become shares.
Is the cap table the same as the shareholders' agreement?No. The cap table records who owns what. The shareholders' agreement sets the rights and rules between them.
Who should maintain the cap table?Usually the founder or CFO, reviewed by the company's lawyer after every share change.
Can I use a spreadsheet?Yes, at early stage, if it is kept up to date and matches the legal documents. Dedicated software helps as the number of holders grows.
Want this set up for your startup?
Book a free discovery call. We review your numbers and agree what to fix first, with no cost and no obligation.
Written by Akram El-Karrar, CPA, from the work we do for startups every week.