A cap table (capitalisation table) is a detailed record of a company's equity ownership structure, listing all shareholders, share classes, option holders, warrant holders, and convertible instruments. It shows who owns what percentage of the company on both an issued and fully diluted basis.
In Depth
The cap table is one of the most important documents for any company with equity investors. It records every share ever issued, every option granted, every convertible note outstanding, and the resulting ownership stakes of all parties.
A well-maintained cap table includes: founders' shares (with any vesting schedules), investor shares by round and class, employee option pool (granted and ungranted), any convertible instruments (notes, SAFEs, warrants), and the resulting ownership percentages on both an issued and fully diluted basis.
FP&A teams use the cap table for several purposes. Dilution modelling: projecting how future funding rounds, option grants, and conversions will affect ownership. Waterfall analysis: modelling the payout to each stakeholder at different exit valuations, accounting for liquidation preferences and participation rights. Option budget planning: determining how many options are available for new grants and the cost of expanding the pool. Tax planning: calculating the share-based payment charge for the P&L.
Cap table management becomes increasingly complex as companies grow through multiple funding rounds, each potentially creating new share classes with different rights (liquidation preferences, anti-dilution, participation, conversion rights).
For UK companies, the cap table should align with the register of members maintained at Companies House. Any share issuance requires filing specific forms (SH01 for allotment of shares). Cap table management tools like Carta, Vestd, or Capdesk help automate compliance.
Real-World Example
A UK startup's cap table after Series A shows: Founders 55% (5.5M shares), Seed investors 15% (1.5M shares), Series A investors 20% (2M shares), EMI option pool 10% (1M shares, 600K granted). The FP&A team models a Series B scenario: raising £8M at £40M pre-money. Post-round: 12M shares, founders diluted to 45.8%, new options needed to maintain a 15% pool. The waterfall model shows that at a £100M exit, founders receive £45.8M, Series A investors receive £20M (after 1x preference), and option holders receive £10M.
Related Terms
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