How to Create a Cap Table

These days company founders are finding it more important to have a cap table to help them keep track of the shares in their company. While a cap table is simple in the beginning, as the company grows and employee stock options and funding rounds come into the picture, the cap table can quickly become complicated. To help you manage all the details of your company shares and ownership, it is important to keep a cap table that has all the necessary details.

Cap Table or Capitalization Table

A cap table is a spreadsheet where all the securities of the company are listed including the common shares, preferred shares, options, warrants, convertible notes, and so on. It also shows who owns them and the capital paid for owning these securities. The cap table basically shows each shareholder’s percentage of ownership in the company, the value of their securities, and the dilution over time.

How are Cap Tables used?

To help you understand a cap table more, let us talk about how they are used. Simply, cap tables help you understand your equity. You can easily understand your equity structure and make decisions based on it, such as if you want another funding round and how much equity you are ready to give up.

The cap table also helps you in the initial equity distributions among founders. Let us say there are three founders in a new startup. At the beginning they would discuss how to separate the founder shares, but will eventually need to get this on paper. Putting a cap table in place helps you with this and makes the discussions easier.

Additionally, it also helps you in managing employee options. There will come a time where you will want to give equity to your employees to reward them for their hard work. For this, equity incentives are best, as they will have a more vested interest in the growth of the company over time. The cap table will help you see how many options are available and how it would affect the other shareholders in the company.

The cap table would also help you in negotiating with investors about funding your company. If you know how many shares you can afford to give out without diluting your ownership, then your decision would be perfect. Both the investor gets what they want and you get it too. But you need a cap table for it to make such decisions.

Cap Table Management

With everything clear on what a cap table is, the next step is to manage it well. Cap table management is accurately and effectively managing all the complexities that come along the way. This includes drafting and signing legal documents, complying with regulations, communicating with shareholders, recording transactions, and many more.

Initially your cap table will be simple and straightforward, but keep it in mind that as the company grows, you will encounter more complex share ownership. Any company that has some worth or whose worth keeps increasing would normally have a complex cap structure.

New funding rounds or employee equity rounds can have you always looking back at your cap table. You will need to keep updating these things so that your upcoming decisions can be right. You will also have to update it when you sell new shares of existing securities, issue new shares, increase the option pool, or grant options to an employee.

Likewise, terminating options when an employee leaves the business, letting options expire, having an investor exercise vested options, or having an investor redeem, transfer, or sell shares are also instances that alter the cap table. Taking care of updating all the minute details and ensuring that all the data is right is called cap table management. Without cap table management, you may end up making wrong decisions as the updated information would not be in front of you.

It is important to have an updated and organized cap table so you:

• Can easily tell shareholders how much they own
• Know the number of shares remaining in your option pool
• Know who needs to sign off on major company decisions
• Know how to price future fundraising rounds
• Can get reasonable and accurate 409A valuations
• Can forecast potential payouts and dilution and share with investors

It helps you a lot in many ways, which is why cap table management is as important as having a cap table for your company. So, while you work on having and creating a cap table for your company, ensure that you manage and update it properly and on time. Or else it may be of no use to you as your decisions would be based on wrong or outdated facts. Hence, it is important to pay attention to your cap table management.

How do I Make a Cap Table?

As mentioned above, a cap table is a list of all the securities that your company has issued and who owns them. And even though it sounds simple, things get complicated easily. But how do you go about creating a cap table? Well, here are some of the ways through which you can make a cap table.

Note: There is no standard format to a cap table, which is also why there are multiple ways to build it. You should select the one that helps you the most for your company.

#1 Build Cap Table from Scratch

If you are a fan of using Excel sheets and like getting your hands dirty, then it is possible to build a cap table from scratch on Excel. You will have the most control over the details and this is the cheapest way to make a cap table in the beginning. However, it is not going to be a great long-term solution and you may have to do it all from scratch again when you move to cap table software. It is always a better idea to start off with using the right means to create your cap table application.

Here are the pros and cons to creating a cap table from scratch on Excel:

• Pros: You will be able to build it according to your specifications from the start. Cap tables usually look different from one another based on the kind of information you are trying to track and the questions you are trying to answer. By creating your own cap table, you can make sure that it has the information that you want and it is tailored for your company specifically.
• Cons: It is hard to build, collaborate on, and maintain a cap table in Excel. Initially, the cap table in Excel might be a good option. But as your company grows, things become complicated. You will be raising funds and it would get harder to ensure that the cap table is accurate and that you have a single source of truth. And people in your team would obviously have different versions of the cap table. With this, errors would begin to creep in with every fundraiser or option grant. You also may find it hard to keep track of all the nuances manually.

#2 Use Cap Table Template

In case you are just starting out, it might make sense to start by using a cap table template instead of trying to mess things up on your own on Excel. With a cap table template, you would not have to create the cap table from scratch. Additionally, you would not have to pay for software to do this.

Here is how the cap table template usually looks like:

Here are the pros and cons of using cap table templates:

• Pros: It is a quick way to start, as all you need to do is fill in the details according to the pre-filled cells. A cap table template gives you a good starting point and you can save some time initially, which you would have used otherwise to create it. It is an easy way to make sure that you include all the basic fields. In fact, having a simple cap table in a spreadsheet from the very beginning will ensure that you transition to cap table software easily and faster.
• Cons: It is hard to keep updated and may not be robust enough for all your needs. While cap table templates can work for startups, they don’t scale well. This means that if the company grows, the template would turn out to be useless and the company would have to resort to other options.

If you end up raising multiple rounds of funding, are issuing options frequently, want to track more than the basics, or want to do scenario modeling, you will grow out of the spreadsheet cap table fast.

Additionally, while cap table templates have a basic format that is correct, it is easy to make errors. This is especially true when you are issuing securities and having multiple people make updates. Spreadsheets cannot check your data in real-time, and if several people have a copy of it and make their own updates without notifying others, it would be impossible to keep each copy updated. That is why cap table software is the best option.

#3 Use Cap Table Management Software

Even though it might seem easy to track who owns what when you are a small company, it is essential to use the cap table software as soon as you start raising money. The software can scale with you and would help you stay updated as you get your new 409A valuations, issue options, offer liquidity, and more. And even though you might have to pay a bit to use it, you would be saving a lot of time and even money that you might have to spend later on legal issues in case you moved with a spreadsheet that caused you to make wrong decisions.

Here are the pros and cons of using a cap table software:

• Pros: This is one of the easiest ways to keep all your data updated in the cap table. As a lot of transactions like issuing stock and fundraising can affect the cap table, it is important to have a single source of truth. All the details will be in real time, and your managers and company shareholders won’t have many of their own different cap table versions. This software may also save you time when handling other important share issues, such as corporate compliance, taxes, and 409a valuations.
• Cons: The only con about this is that it costs money. While it does save you from other penalties that you might have to pay to the IRS if you do not comply with the rules or spend on legal matters if you make a wrong decision, you would have to pay to use the application. With Eqvista, our software is actually FREE to use for small companies with less than 20 shareholders. So, initially, you would not have to spend anything at all.

Common Mistakes Founders Make When Creating Cap Tables and How to Avoid Them

Here are some of the most common cap table mistakes founders make and how to avoid them:

By overcoming these mistakes with  cap table management practices and tools, founders can maintain clean cap tables that will stand up to investor scrutiny and support the company’s growth. Regular reviews and updates are key to keeping your cap table accurate and useful for decision-making.

Using Eqvista for Creating Your Company Cap Table

Eqvista is a sophisticated equity management and cap table software that helps track and manage the shares in the company. It helps founders make smarter decisions about their company’s equity. From seed-stage to pre-IPO companies, Eqvista enables companies to manage their shares electronically in the most advanced way.

Advantages of using Eqvista – Cap Table Management Software

There was a time where you had to spend a lot of money and time on accountants and lawyers who would keep track of all your shares in your company through a spreadsheet. Well, those days are gone. Eqvista was created to ease the burden for busy founders to efficiently manage their cap table and shares of their company. 

Here are the key features that make Eqvista worth a try:

• Managing all equity accounting
• Maintaining your equity ledger
• Issuing electronic stock
• Managing your cap table in the cloud and share with all relevant parties
• Waterfall Analysis and Round Modeling
• Creating, managing and converting stocks to options and warrants
• Supporting all types of Convertible instruments such as Convertible Notes, KISS, SAFES, and others.
• Creating, managing and instantly apply your Vesting Plans to shareholders
• Creating ESOP (Employees Stock Option Plan), supporting RSUs & RSAs
• Offering personalized shareholder portals

Eqvista is constantly developing to make it better for our users. We try our best to stay ahead of every technological advancement that comes our way and to make the process seamless.

Create Your Company Cap TableGET STARTED, IT'S FREE!

How to Easily Create a Company Cap Table using Eqvista

Creating a cap table on Eqvista is quite easy. All you have to do is sign up on the platform from our website, and create a company profile through the onboarding process with your company details. 

Once you are done with this, you will reach the main dashboard that will show you all about your company that you just created. Now, you can begin issuing shares and taking advantage of the Eqvista cap table platform.

Check out the support articles here on how to use the application for each step! You can also educate yourself with any legal terms or things that you want to know more about here through the knowledge center.

Spreadsheet vs. Cap Table Software

Here, we have listed the features of a capitalization table and created a comparison between spreadsheets and software.

FAQs

Here are some commonly asked questions (FAQs) about creating cap table:

How often should a cap table be updated?

It is important to up-to-date cap tables during fundraising rounds, when preparing for an exit, or when making strategic decisions about equity distribution.

Why do businesses need a cap table?

Cap tables help track investments, ownership percentages, and financial participation in the company. They provide a clear overview of the company’s financial situation, which is useful for internal management, investors, and decision-making.

What should be included in a cap table?

Key elements to include are:

• Names of shareholders
• Types of shares (common, preferred, options, etc.)
• Number of shares owned by each shareholder
• Percentage ownership
• Date of issuance
• Price paid per share
• Total investment amount
• Option pool size

How do you structure a cap table?

Typically, it’s structured as a spreadsheet with shareholders listed on one axis and details about their ownership on the other. Include separate sections for different types of securities (common shares, preferred shares, options, etc.).

Why do investors want to see a cap table?

Investors use cap tables to perform due diligence, understand the company’s ownership structure, assess dilution, and make informed investment decisions.

How do you maintain a cap table?

Keep it updated regularly with changes like:

• New investments
• Changes in stock value
• Employee stock grants
• Conversion of debt to equity
• Assign specific people to manage updates to ensure accuracy.

Simplify the Equity Management with Eqvista

All in all, a cap table is becoming more important in today’s world for businesses to stay up to date with their company equity. And as many companies are making the jump from Excel to online software, Eqvista is the best cap table software on the market to use. Our advanced cap table system coupled with an easy and straightforward user interface allows companies to easily handle their cap table needs. Try it out for yourself today!