Cap Table Template: Downloadable Example & Guide for Startups

Amidst the coding frenzies and pitch deck polishing, there’s the little thing called a cap table, short for capitalization table. It’s a startup's financial Who's Who, which lists out all the securities your company has issued: common shares, preferred shares, warrants, convertible notes, options, and who owns them. 

Let’s break down this single source of truth for your company's ownership structure because, without a clean and up-to-date one, you're unprepared for investor meetings, employee compensation discussions, and pretty much any major financial decision.

What Is a Cap Table?

Cap table meaning in the startup context is profound, and no, it’s not a dusty accounting ledger. The capitalization table is a dynamic document that reflects the evolution of your company's ownership: the initial split among founders, the complex layers of investment rounds, employee stock options, and further. The doc lays bare who has a claim to your company's equity and, by extension, its future success (or glorious failure, but let's be optimistic).

Who uses these things? Almost everyone who has a say:

• Founders: To understand their own stake, how it changes with investment, and to make decisions about fundraising and dilution.
• Investors: Potential and existing investors scrutinize cap tables to see who else is involved, how much the founders own (they want founders to still be incentivized), and to calculate their potential return on investment. They'll also want to know the pre-money and post-money valuation implications, which your table illuminates. A messy cap table is a giant red flag.
• Lawyers: They need it to draft agreements, ensure compliance, and manage equity transactions.
• Employees (especially early ones): When they get stock options, the table helps get context for what these options might be worth.

A capitalization table is, therefore, not a list but a strategic tool, a negotiation aid, a historical record, and a forward-planning document in one gloriously complex spreadsheet (at least initially).

Key Components of a Cap Table

A proper capitalization table has specific sections that tell the full story of your company's equity.

Founders' Equity

When you and your co-founders first decide to go on this wild ride, you'll issue yourselves common stock. For instance, a Startup X has two founders, Alice and Bob, and they decide to issue 10M shares total, splitting them 60/40. 

So, Alice gets 6M shares, and Bob gets 4M. The section details:

• Founder names
• Number of shares issued to each
• Date of issuance
• Vesting schedules

The latter one is very important because it means founders don't get all their stock upfront. A usual vesting schedule is 4 years with a 1-year cliff, or if Alice leaves after 6 months, she gets nothing. If she leaves after 13 months, she gets 1/4th of her 6M shares, with the rest vesting monthly over the next 3 years. 

Such a measure protects the company if a founder bails early.

Investors' Shares

As you raise capital, you'll be issuing new shares to investors, often preferred shares, which come with certain rights and privileges over common shares (like liquidation preferences,  meaning they get their money back first if the company goes belly-up or sells for a modest amount).

• Seed round investors: Maybe you raise $500K from an angel investor, who gets seed preferred stock.
• Series A investors: Then, a VC firm invests $5M for series A preferred stock.

Each round will have terms, price per share, and number of shares issued. The cap table will track each series of preferred stock separately and detail the investor, the amount invested, the share price, and the number of shares they hold. 

That’s also how you see the impact of pre-money valuation (what your company is valued at before the investment) and post-money valuation (pre-money + investment amount).

Employee Option Pool

To attract and retain talent but save some cash, startups create an employee stock option pool (ESOP), a chunk of company equity reserved for future employees. 

• It's topped up before a funding round at the insistence of new investors.
• A common size for an ESOP is 10-20% of the company's fully diluted capital. For example, if your post-money valuation after Series A is $20M, and your ESOP is 15%, that's $3M worth of equity set aside for the team.

The cap table will show the total number of shares in the pool. Individual grants to employees are also tracked here or in a linked options ledger. These options come with vesting schedules.

Convertible Notes / SAFEs

The beautiful complexity of early-stage funding! 

Before a priced round (like a Series A, where you set a per-share price), many startups raise money using convertible notes or SAFEs (simple agreements for future equity). These are not equity... yet. They are instruments that promise the investor equity in the future, when you raise that priced round.

The table needs to list these out: investor name, principal amount, interest rate (for notes), valuation cap, and discount rate.

Example: You raise $100K on a SAFE with a $5M valuation cap and a 20% discount. When you later raise a Series A at a $10M pre-money valuation (let's say at $1.00/share), this SAFE holder gets to convert their $100K into shares at the lower of:

1. The valuation cap price: $100K / ($5M / total pre-round shares)
2. The discounted Series A price: $1.00 * (1 - 0.20) = $0.80 per share. They convert at a more favorable price. The cap table models out how these instruments will convert and dilute existing shareholders.

Fully Diluted Ownership

This is the grand total, the if-everyone-exercised-everything-they-could-right-now number. It includes:

• All issued common stock (founders and early employees)
• All issued preferred stock (investors)
• All shares reserved in the employee option pool (even if not yet granted)
• All shares that would be created if all convertible notes and SAFEs converted

Thus, you get the truest picture of everyone's potential stake. Investors always look at fully diluted numbers. If you tell an investor you own 60% of your company, but that's before accounting for the ESOP and a massive pile of SAFEs, you're not giving them the real picture, and they'll figure it out pretty quick.

Cap Table Example (With Visuals)

Let's imagine a startup, PixelPerfect Inc., which is starting out and then going through a couple of early funding events. Below is what a simplified cap table looks like in its early days.

Step-by-Step Breakdown of Entries

1. Founders' shares:
   
   • X and Y incorporate. They decide on 10M authorized common shares.
   • X gets 6M, Y gets 4M. These are issued at a nominal par value (e.g., $0.001 per share).
   • Entry: As above. At this point, X owns 60%, Y 40% on a basic calculation.
2. SAFE investment:
   
   • PixelPerfect needs some initial cash. Angel investor X provides $100K via a SAFE with a $5M valuation cap and a 20% discount.
   • Entry: The SAFE is listed. It doesn't immediately grant shares, so ownership percentages for X and Y don't change yet on a non-fully-diluted basis. However, on a pro forma (as if converted) fully diluted basis, we'd model its potential conversion.
3. Creation of ESOP:
   
   • Preparing for their first hires and anticipating a seed round, they decide to create an employee option pool of 1,5M shares.
   • Entry: Unallocated ESOP gets 1,5M options.
   • Now, the fully diluted share count includes founders' shares + ESOP.
     
     • Total potential shares (pre-SAFE conversion): 10M (founders) + 1,5M (ESOP) = 11,5M
     • X's fully diluted %: 6M / 11,5M ≈ 52.17%
     • Y's fully diluted %: 4M / 11,5M ≈ 34.78%
     • ESOP %: 1,5M / 11,5M ≈ 13.04%
4. Seed round (priced round):
   
   • PixelPerfect raises a $1M seed round from Seed Ventures Inc. at a $8M pre-money valuation.
   • First, convert the SAFE: The SAFE from angel investor X converts.
     
     • Price per share for Seed Ventures: Let's assume the fully diluted pre-money shares (including ESOP but before SAFE conversion for valuation purposes) are 11,5M. So, pre-money price per share is $8M / 11,5M shares ≈ $0.69565.
     • SAFE conversion price:
       
       • Valuation cap price: $5M / 11,5M shares ≈ $0.43478 per share.
       • Discounted seed price: $0.69565 * (1 - 0.20) = $0.55652 per share.
       • Angel investor X converts at the lower price: $0.43478.
       • Shares for angel investor X: $100K / $0.43478 ≈ 229,999 shares (often rounded).
   • Now, calculate shares for Seed Ventures:
     
     • The "new" pre-money fully diluted share count includes founders, ESOP, and the converted SAFE shares: 11,500,000 + 229,999 = 11,729,999 shares.
     • To maintain the $8M pre-money valuation with these shares, the price per share for Seed Ventures can be re-established based on this, or the price per share agreed with Seed Ventures is fixed based on a slightly simpler pre-money share count, and SAFEs convert based on that. Let's stick with the $0.69565 Series Seed share price determined before factoring in SAFE conversion for their price, but recognizing the SAFE converts based on its own terms.
     • Shares for Seed Ventures: $1,000,000 / $0.69565 ≈ 1,437,501 shares.
   • Update the table:
     
     • Add angel investor X under a new section, Seed Preferred Stock Converted or similar, with their 229,999 shares.
     • Add Seed Ventures Inc. with their 1,437,501 seed preferred shares.
   • Post-seed round fully diluted ownership:
     
     • Total shares = 10,000,000 (founders) + 1,500,000 (ESOP) + 229,999 (angel X) + 1,437,501 (Seed Ventures) = 13,167,500 shares.
     • X's % = 6,000,000 / 13,167,500 ≈ 45.57% (diluted from 60% initially, then 52.17%)
     • Y' % = 4,000,000 / 13,167,500 ≈ 30.38%
     • Angel X's % = 229,999 / 13,167,500 ≈ 1.75%
     • Seed Ventures' % = 1,437,501 / 13,167,500 ≈ 10.92%
     • ESOP % = 1,500,000 / 13,167,500 ≈ 11.39%

You can see now how dynamic the cap table is. Every funding event and every major equity grant changes the picture, so the math needs to be precise.

Free Cap Table Template (Download)

Alright, theory is grand, but you want something tangible. A dedicated software is king for complex cap tables, but a well-structured spreadsheet is your best friend in the early days.

What’s included in a good starter template (Google Sheets or Excel):

• Summary dashboard
• Shareholder ledger (all shareholders, share class, number of shares, date of issuance, certificate numbers)
• Securities ledger (separate tabs for Common Stock, Preferred Stock (Series Seed, Series A, etc.), Warrants)
• Convertible instruments log (track SAFEs, convertible notes with their terms, like amount, cap, discount, interest). It’s best to have a model to show how these convert in different scenarios.
• Option pool ledger (total options in the ESOP, grants made with employee name, grant date, vesting schedule, and strike price, and remaining available options)
• Waterfall analysis (how proceeds would be distributed in an exit scenario, accounting for liquidation preferences of preferred shares)
• Dilution modeling (formulas that automatically update ownership percentages as new shares are issued or instruments convert)

You can find some good downloadable cap table templates here:

Carta’s template

S3 Ventures template

CFI’s template

Savannah Fund template

Chomp Accountants template

Disclaimer: The template is a starting point for early-stage startups. As you grow, issue more complex securities, or approach a Series A or B funding round, you will ABSOLUTELY need to consult with a lawyer and maybe migrate to cap table software. This template does not constitute legal or financial advice. But it's a good place to begin with the mechanics.

How to Maintain and Update a Cap Table

A capitalization table is not a set-it-and-forget-it document. It's alive. It breathes. It demands your attention. You need to update your table instantly and religiously upon these events:

1. Company formation & founder stock issuance
2. Any new funding:
   
   • Issuing SAFEs or convertible notes
   • Priced equity rounds (Seed, Series A, etc.)
3. Stock option grants
4. Option exercises
5. Employee departures
6. Stock splits or changes in authorized shares
7. Secondary sales
8. Conversions of debt to equity (besides notes/SAFEs)

Tools and Software That’ll Help You Stay Neat

Yes, spreadsheets like Google Sheets and Microsoft Excel come first. Mostly, because you don’t have to pay for software or go through the learning curve in the very first funding round.

Pros: 

• Free or low-cost
• Highly customizable
• Readily accessible

Cons: 

• Prone to human error (a single misplaced decimal can cause chaos)
• Version control can be a nightmare
• Lacks sophisticated features for scenario modeling or compliance (like 409A valuations for option strike prices)
• Risky as complexity grows (studies find that over 90% of business spreadsheets contain errors)

Then, you have cap table software, like Carta, Pulley, Ledgy, Capdesk, and Astrella.

Pros: 

• Single source of truth
• Automates calculations, reducing errors
• Manages vesting, exercises, and compliance (integrates with 409A valuation providers)
• You get a portal for employees to view their equity
• Handles complex securities and waterfall analysis

As you scale, you inevitably turn to this type of software because investors expect or demand you use one. Carta, for instance, managed over $21B in capital by Q2 of 2025.

Cons: 

• Costs money (subscriptions range from hundreds to thousands per year)
• Can have a learning curve
• Might be overkill for a brand-new two-founder startup with no funding

Most startups begin with spreadsheets. The trigger to move to dedicated software is the first priced equity round (Seed or Series A), or when managing more than 15-20 stakeholders, or when convertible instruments start to pile up.

Common Cap Table Mistakes to Avoid

Blunders on our cap tables can derail funding rounds, create legal headaches, and seriously tick off investors and employees. The least you can do is to go through the most common ones and try to anticipate the failures.

Misreporting Ownership / Incorrect Calculations

This sounds basic, but it's terrifyingly common. A wrong formula in Excel, a typo in the number of shares issued, and suddenly, founder A thinks they own 55%, but it's actually 52.3% after accounting for that one warrant you forgot.

That’s why the rule of thumb is to double-check all calculations and have a second pair of eyes (someone detail-oriented) to review it after your double-check. And when things get even moderately complex, it’s the right time to employ some software we talked about above.

Ignoring Dilution (or Misunderstanding It)

First-timers sometimes get a shock when they see their ownership percentage shrink after a funding round or ESOP creation. "But I still have the same number of shares!" Yes, but the pie got bigger, so your slice, proportionally, got smaller.

You need to understand that dilution is a natural part of growth, so model it proactively. When negotiating funding, focus on the impact on the fully diluted table. For instance, an investor might ask for the increase in ESOP before their investment, which dilutes existing shareholders more than if it were created from the new post-money capitalization.

Missing SAFEs, Convertible Notes, or Other Debt

A SAFE with a valuation cap and a discount rate can convert in a couple of different ways, depending on the terms of the priced round. If you don't model this right, your post-funding cap table will be a fantasy. Every single piece of paper that promises future equity needs to be on there. It’s best to model their conversion scenarios before you sign term sheets for priced rounds, so you understand the full impact. 

Outdated Information / Not Updating Promptly

The employee exercised her options three months ago. Did the table reflect that they’re now a shareholder and these options are no longer outstanding? An investor asks for the current cap table, and you send one that's six months old. It’s a bad look. Very bad.

That’s why you should treat the table like a living document. Update it immediately after any equity-affecting event. Set calendar reminders if you have to.

Incorrect Vesting Calculations or Tracking

Another scenario: A co-founder leaves after 15 months on a 4-year vest with a 1-year cliff. How many shares are theirs? How many go back to the company or the option pool? Getting this wrong can lead to disputes or ex-employees holding more equity than they should.

Tracking vesting schedules for everyone, founders and employees, will fix the issue.

Not Getting Professional Advice When Needed

Finally, thinking you can DIY your capitalization table with complex preferred share structures, anti-dilution provisions, and multiple convertible notes from a YouTube tutorial is very brave. But lawyers specializing in startups and cap tables are not a joke to you. They are worth their weight in gold here. They've seen the common pitfalls. So, use them, especially around funding rounds or when issuing equity beyond basic founder stock.

FAQs

What does “fully diluted” mean?

Imagine everyone who could own a piece of your company (founders, investors, employees with options, people with SAFE) actually does own their piece right now. That’s fully diluted. It’s the total number of shares if every single option, warrant, and convertible note turned into stock today.

Do I need a lawyer to create a cap table? 

To create the very first, super-simple one with just you and your co-founder? Probably not. You can use a template (like the ones we attached above). BUT, the moment you issue shares, sign a SAFE, create an option pool, or take investor money in a priced round, YES. Get a lawyer. They make sure it's done right legally and that the numbers make sense with all the complex terms.

When should I create my first cap table? 

Day 1. Or, like, Day 2 if Day 1 was you having the idea in the shower. As soon as you decide who the founders are and how you're splitting initial ownership, make that cap table. Even if it's just two names and a share count.

Can I manage a cap table in Google Sheets? 

Totally. For a while, anyway. When it's just a few founders, maybe a small option pool, and one or two simple SAFEs, Google Sheets (or Excel) is enough. It's free and shareable. But once you get real investor money (like a Series A), have lots of employees with options, or multiple types of shares, it gets messy and risky faster than you think. And you won’t even have time to think about that while caring about your product and operations. So, it’s time for dedicated software.