Build and manage your startup cap table with shareholders, share classes, and ownership percentages. Track equity distribution and model valuations across funding rounds.
Try an example:
Implied valuation: $10.0M
Formulas:
Ownership % = (Shareholder Shares / Total Shares) x 100
Valuation = Total Shares x Price Per Share
10.00M
$10.0M
3
Shareholders
Founder 1
5.00M shares - Common Stock
50.00%
$5.0M
Founder 2
3.00M shares - Common Stock
30.00%
$3.0M
Option Pool
2.00M shares - Option Pool
20.00%
$2.0M
A cap table (capitalization table) records every shareholder in a private company, the number and class of shares they hold, their ownership percentage on a fully diluted basis, and the price paid per share. It should include common stock, each series of preferred stock, the employee option pool, and any convertible instruments such as SAFEs or convertible notes shown on a pro forma basis.
A capitalization table is the foundational document that records a company's equity ownership structure. According to Carta, maintaining an accurate cap table is one of the most critical administrative responsibilities for startup founders. The cap table tracks who owns what percentage of the company, the types of securities issued, and how ownership has evolved through funding rounds, option grants, and other equity events.
For early-stage startups, cap tables typically include founders' common stock, an employee option pool, and any investor securities from seed rounds. As companies mature and raise additional capital, cap tables become increasingly complex with multiple preferred share classes, convertible notes, SAFEs, and various warrant structures. Understanding your cap table is essential for modeling dilution in future funding rounds and making informed decisions about equity grants.
Professional investors scrutinize cap tables during due diligence. A clean, well-maintained cap table signals operational maturity, while a messy or inaccurate cap table can raise red flags and delay funding rounds. According to Y Combinator, cap table issues are among the most common reasons for extended closing timelines in venture financing. Founders should understand not just their current ownership but how their stake will change through Series A and beyond, and how metrics like ARR and MRR growth affect the terms they receive.
The cap table serves multiple stakeholders: founders use it to understand ownership and plan equity incentives, investors use it to verify their stake and model returns, and employees use it to value their equity compensation. Tools like this calculator help visualize ownership, while professional cap table management software like Carta, Pulley, or Captable.io provide legal-grade record-keeping for official purposes. For co-founder discussions, use our equity split calculator to determine fair initial allocations.
To build a cap table, list every shareholder by name, assign the number and class of shares they hold (common, preferred seed, Series A), enter the price per share from your latest 409A valuation or funding round, and divide each holder's shares by the total outstanding shares to calculate ownership percentage. Include the option pool as a reserved line item even if no grants have been issued.
Ownership % = (Shareholder Shares / Total Outstanding Shares) x 100
Additional key formulas:
Company Valuation = Total Shares x Price Per Share
Shareholder Value = Individual Shares x Price Per Share
Fully Diluted Shares = Outstanding + Options + Convertibles
The base equity class typically held by founders and employees. Common stockholders have voting rights but are last in line during liquidation events. Common stock usually has the lowest value per share due to lack of preferential rights.
Equity class issued to investors with special rights including liquidation preferences (typically 1x non-participating), anti-dilution protection, and potentially board seats. Each funding round creates a new preferred class (Series Seed, A, B, etc.) with specific terms. Use our funding calculator to model how new preferred rounds affect ownership.
Shares reserved for employee equity grants. Typically 10-20% of fully diluted shares. Option pools are shown on cap tables even though shares haven't been issued yet because they represent committed future dilution. Plan your pool size with our vesting calculator.
The fair market value of one share, determined by 409A valuations for common stock or the price paid by investors for preferred stock. Use our pre-money valuation calculator to determine share price for a new round. Different share classes may have different prices due to their varying rights.
A current cap table shows actual outstanding shares and completed transactions as of today. A pro forma cap table models a hypothetical future state, such as how ownership would change after a proposed funding round, option pool expansion, or SAFE conversion. Investors request both during due diligence: the current cap table for legal accuracy and a pro forma to evaluate the proposed deal's impact on dilution.
Use your current cap table for legal documents, board presentations, and tax filings. Use pro forma cap tables when negotiating term sheets, planning future funding rounds, or modeling exit scenarios. Investors will typically ask for both - the current state and a pro forma showing the proposed round's impact. Model different scenarios with our dilution calculator.
Two co-founders split equity 60/40 based on contributions, reserve 10% option pool, and raise $250K from an angel investor on a SAFE with $2.5M cap.
The founders retain 75% combined ownership with the option pool for future hiring. Use our equity split calculator to determine fair founder allocations.
After seed round, the cap table includes original founders, expanded option pool, and multiple seed investors with different investment amounts.
Founders hold 60% combined, well-positioned for Series A. Calculate your runway to determine when to raise next.
Post-Series A cap table with multiple share classes, employee grants, and various investor groups across funding rounds.
Founders retain 38.4% combined after Series A, above the 50% target through Series A threshold. Model your Series A scenarios before raising.
While cap table calculators provide valuable visualization and modeling capabilities, they have limitations that founders should understand when making important equity decisions.
Calculator outputs are for planning and visualization only. Official cap tables must be maintained through legal documentation including stock purchase agreements, option grants, and board resolutions. Always work with a startup attorney for official record-keeping.
Real preferred stock has complex terms including liquidation preferences (participating vs. non-participating), conversion rights, anti-dilution provisions, and voting agreements. These terms significantly affect economic outcomes but aren't captured in simple ownership percentages.
SAFEs, convertible notes, and warrants don't appear as shares until they convert. Modeling their impact requires assumptions about future valuations and conversion terms. The actual dilution may differ based on the triggering event.
Cap tables typically show authorized or granted shares, not vested shares. A founder showing 30% ownership may only have 15% vested if they're halfway through a 4-year vesting schedule. Use our vesting calculator to track vesting separately.
Price per share and implied valuation depend on the latest transaction or 409A valuation, which may not reflect current fair market value. Early-stage company valuations can change dramatically between funding events.
According to Carta's 2025 Founder Ownership Report, median founder ownership drops from 56% after a seed round to 36% after Series A and 23% after Series B. Median dilution per round has declined across stages in 2025: seed rounds dilute founders by roughly 20%, Series A by 18%, and Series B by 13%, according to Carta's State of Private Markets Q3 2025.
| Stage | Median Dilution | Founder Ownership After | Typical Option Pool |
|---|---|---|---|
| Pre-Seed | 10 - 15% | 75 - 85% | 5 - 10% |
| Seed | 18 - 22% | ~56% | 10 - 12.5% |
| Series A | 15 - 20% | ~36% | 15 - 20% |
| Series B | 10 - 15% | ~23% | 15 - 20% |
| Series C | 8 - 12% | 15 - 20% | 18 - 20% |
Source: Carta Founder Ownership Report 2025 and State of Private Markets Q3 2025. Founder ownership is median for founding teams on a fully diluted basis. Option pool sizes from Index Ventures Rewarding Talent.
Pair this tool with the Dilution Calculator and the Equity Split Calculator to cross-check inputs. Track your burn rate and runway to time your next raise. Explore the Startup & Fundraising tools hub for the full toolkit.
Maintain your cap table accurately from day one. Errors compound over time and can derail funding rounds during due diligence. Update after every equity event.
Understand the difference between ownership percentage and economic value. Preferred shareholders may receive disproportionate returns in exits due to liquidation preferences and participation rights.
Plan your option pool strategically. A 10-20% pool is standard, but size it based on your actual hiring plan. Oversized pools unnecessarily dilute founders.
Use fully diluted share counts when modeling ownership. Include all outstanding shares, options, and convertible securities to understand true dilution impact.
Consult professional tools and legal counsel for official records. This calculator is for education and planning; official cap tables require legal documentation and potentially professional cap table management software.