Cap Table Checklist: Clean It Up Before You Fundraise
Eight cap table checks to run before you share it with investors, the common problems that delay closings, and how to model your pro forma ownership.
Investors check two things early: whether you own what you say you own, and how ownership will look after their money goes in. A cap table problem found late in diligence can delay or derail a closing.
Eight checks before you share it
- Every share in the cap table matches the register of members. Same names, same numbers, same classes.
- Every share issue has the approvals it needed. Board resolutions, and shareholder approvals where your articles require them.
- Founder shares have written vesting terms. Investors want founders incentivised to stay.
- Every option grant is documented. A signed grant letter and an approval date for each one.
- SAFEs and notes are listed with their terms. Cap, discount, interest and maturity where relevant.
- Nobody holds equity on a handshake. Promises in emails or chats become disputes later. Paper them or resolve them.
- Leaver terms were applied for anyone who left, and recorded.
- You have a pro forma showing ownership after this round and the next one.
Model your pro forma
Build a simple tab that shows:
- Current fully diluted ownership by holder group
- How each SAFE or note converts at your expected round price
- The new investors' shares
- The option pool top-up investors may ask for
This tells you how much of the company founders will own after the round, before an investor tells you.
Common problems and fixes
| Problem | Fix |
|---|---|
| Advisor was promised equity informally | Agree written terms or a cash alternative now |
| A co-founder left without a vesting agreement | Get legal advice on a share buy-back or transfer before the round |
| Several SAFEs with different caps | Model conversions and disclose clearly in the data room |
| Register not updated after an issue | Ask your company secretary to update filings |
Questions founders ask
What is a fully diluted cap table?
A table showing ownership as if every option, warrant, SAFE and convertible note had already turned into shares.
Do I need cap table software?
A well-structured spreadsheet is fine at pre-seed. Software helps as the number of shareholders, grants and instruments grows.
Who should review my cap table?
Your company secretary or lawyer should reconcile it to the statutory registers before a round.
Educational content only. Not investment, legal or tax advice. Fundraising rules differ by country; check documents with a qualified lawyer.