investment
A cap table is the ledger of who owns what: shares, options, warrants, convertibles, and the waterfall of who gets paid in a sale. It is the ownership truth of the company.
A capitalisation table lists every security and holder, vesting, issue dates, and often a sale waterfall. “Issued” versus “fully diluted” (options, warrants, converting notes) is the first fork. The second is economic: preferred seniority. IBA-style share purchase closings fail when the cap table does not match the register and the articles.
Private equity and venture capital diligence always includes this object. Employee equity only means something here.
One class per round, no orphan options, consents for a sale mapped, no forgotten side letters with MFN. Convertible instruments modelled as-converted at the cap and at the discount. A versioned history, not five conflicting Excel files.
Register says 1.2m ordinary. Option plan authorised 200k, granted 150k, vested 80k. Two notes €400k. A buyer’s SPA needs 100% of fully diluted on a fully diluted basis, drag on the unvested, and a payoff of the notes. The cap table is the closing checklist.
Cap table in a founder’s laptop only. Ignoring beneficial versus legal holders. Modelling dilution on issued shares while promising employees fully diluted percent.
A cap table will not value the company. IPEV / fair value still needs a method. It will, however, stop you lying about ownership.
Ownership is part of the structured company layer, next to financials and contracts. Investor matching and a later exit both read it. If it only exists as a round-closing artifact, you will rebuild it under time pressure.