What is a cap table?

Commonly referred to as a ‘cap table’, a capitalisation table is a detailed record of who owns what for a company. A cap table documents the formal share ownership- that is, who the shareholders or members of the company are and how many shares they own. Ideally a cap table would also detail other forms of contingent investment or ownership such as options, SAFE notes and convertible notes. In a cap table, it is common practice to also include the dollar amount each investor has paid for their stake in the company, along with key dates such as when shares were issued or are due to be issued.

Having an accurate cap table is essential for startups and growth companies as they are likely to have evolving capital structures, and a large appetite for investment to fund early stages. An up-to-date cap table can be a particularly useful tool for these companies to test future capital raise scenarios and keep track of key investors and shareholdings.

Why does a company need a cap table?

One of the key reasons a company needs to create and maintain a cap table is to show the percentage of share ownership on a fully diluted and non-diluted basis. A fully diluted cap table indicates all the possible contingent share ownership, including future rights to buy the company's shares such as options or convertible notes. Having these captured on a cap table ensures that a company is meeting its obligations and the required shares are accounted for and issued accordingly. Aside from ensuring that a company accurately represents all current and future ownership stakes, having a cap table also helps a company to:

  • be aware of the number and type of different stakeholders, and manage any company control considerations

  • determine the dilution of current shareholders, by modelling various future investment rounds

  • calculate and determine a company’s valuation based on various investment scenarios.

What is the difference between a cap table and a share register?

The information held in a company’s share (or member) register and in a cap table can be similar, however there are key differences. For companies in many countries, maintaining a share register is a legal obligation, whereas keeping a cap table is not. Both your share register and cap table will highlight the formal share ownership in a company, however only your cap table will hold information on future share ownership, a record of all financial investment, and details on different capital rounds. As such, a cap table can be a powerful tool to forecast or predict what your company’s capital structure will look like in the future.

For New Zealand companies a share register must include at a minimum:

  • the number and types of shares every shareholder owns

  • all shares issued by the company and the shareholder details

  • details and dates of any repurchase or redemption of shares for each shareholder

  • details and dates of any transfer of shares by each shareholder

  • an alphabetical list of the shareholders’ names with their residential addresses or registered office (if they are a company)

  • any restrictions or limitations on the transfer of shares and where to find these details.

For Australian companies a share or member register must include:

  • member name and addresses

  • the dates on which entries on the register are made

  • the number of shares in each entry

  • the total number of shares held by each member

  • whether the member is holding the shares for its own benefit (beneficially held) or for the benefit of others

  • the class or classes of shares

  • the share numbers (if any), or share certificate numbers (if any)

  • whether the shares are fully paid (including the amount paid or unpaid on the shares).

A cap table generally includes the above information and:

  • the dollar value which investors have paid

  • pre-money and post-money valuations

  • the total amount invested in a company

  • share options (when a company has an Employee Share Ownership Plan- ESOP)

  • hybrid equity instruments such as convertible notes or SAFE notes

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Cap table management

Historically, a company’s cap table has been maintained in an excel spreadsheet by the company Founder, CEO, or CFO. Many companies will also have their service providers such as vCFOs, lawyers or accountants manage a separate excel spreadsheet.

One risk associated with this approach is that the cap table and the company’s share register will often not reconcile, and small mistakes in a spreadsheet will compound into big issues for the company down the track when overlooked. Potential investors could identify mistakes in the cap table and be wary that the company information is not being managed accurately.

Software to manage a cap table

An increasing number of companies are now turning to online software to create and manage their cap tables. There are many benefits to moving your cap table and share register from spreadsheets to online software including:

  • software-based cap tables can help to automate manual tasks such as scenario modelling and equity calculations
  • there can be multiple software users accessing and using the cap table, so it acts as a single source of information
  • you can grant current investors access to log-in to the software and view information on their shareholdings, giving them fuller visibility of their investments
  • for capital raising events and engagement with new investors, using an online platform for cap tables and share registers avoids delays and potentially expensive updates to incorrect data sitting in a spreadsheet.
  • using an online platform also presents wider opportunities to increase engagement with stakeholders, as any communications to investors can also be managed through the platform- and because all the names and emails are up to date, this becomes a seamless process.


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Related articles:

What is a share register? Creating and maintaining share registers - a guide for Australian and New Zealand businesses

The NZ Companies Office register is not a company’s share registry

3 big mistakes companies make with share registers and stakeholder engagement

DISCLAIMER: This article is for informational purposes only, and contains general information only. Orchestra is not, by means of this information, rendering accounting, business, financial, investment, legal, tax, or other professional advice or services. This publication is not a substitute for such professional advice or services nor should it be used as a basis for any decision or action that may affect your business or interests. Before making any decision or taking any action that may affect your business or interests, you should consult a qualified professional advisor. This information is not intended as a recommendation, offer or solicitation for the purchase or sale of any options or shares.