Cap table overview
A tour of the cap table module, the difference between outstanding and fully diluted shares, and how to start from your cofounder agreement.
On this page
The cap table module records who owns what in your company, models your next financing round and shows what an exit would pay each holder. Open Cap table under Company in the sidebar. It lives at /captable and has its own sidebar; Back to your startup name returns you to the dashboard.
Every member of your startup can read and change the cap table. Additions, changes and deletions to stakeholders, share classes, option plans, issuances, SAFEs and notes, rounds and 409A valuations are logged on the Activity page. Nothing here is legal, tax or financial advice, and it does not replace your stock ledger or your lawyer.
The pages#
| Group | Page | What it is for |
|---|---|---|
| Overview | Share count, price per share, setup checklist, items that need attention, upcoming vesting and recent activity. | |
| Ownership | Cap table | The ledger by stakeholder or by share class, on a fully diluted or outstanding basis, with CSV export. |
| Ownership | Stakeholders | Founders, employees, advisors, investors and entities. |
| Ownership | Share classes | Common and preferred stock and their rights. |
| Equity | Issuances | Shares, options, RSUs and warrants granted. |
| Equity | Option pool | Plan size, granted and still available. |
| Equity | Vesting | Schedules, cliffs and what vests next. |
| Fundraising | SAFEs & notes | Convertible instruments waiting for a priced round. |
| Fundraising | Rounds | Closed rounds and their terms. |
| Fundraising | Round modeler | Dilution before you sign a term sheet. |
| Exits | Exit waterfall | Who gets what at any exit value. |
| Compliance | 409A valuations | Fair market value history and when it expires. |
| Compliance | Activity | The change log, with who made each change. |
| Settings | Currency, incorporation date, par value, authorized shares and CSV exports. |
See Stakeholders and securities, Option pool and vesting, SAFEs, notes and rounds, Round modeler and Exit waterfall.
Outstanding and fully diluted#
Both bases are available on the Cap table page.
- Outstanding counts shares that have been issued, including shares from options that were marked exercised.
- Fully diluted adds active options, RSUs, warrants and the unissued part of your option pool. Pool size is the sum of all plans, and the unissued part is that size minus grants made from the plans. Cancelled grants count for nothing.
Each holder's percentage is their units divided by the total on the chosen basis. Fully diluted percentages add up to less than 100% by the size of the unissued pool.
Getting started#
On an empty cap table, Quick start creates a Common Stock class, an empty option plan called Equity Incentive Plan, and a founder stakeholder for each person on your team. The Overview checklist then lists five steps: share classes, stakeholders, issuances, the option pool, and a SAFE or round.
Starting from your cofounder agreement#
If you have saved a cofounder agreement and nobody holds founder shares yet, Overview offers Start from your cofounder agreement. Review and create asks for two things: the total number of founder shares (10,000,000 is prefilled) and the vesting and issue date (your founding date if you have one, otherwise today).
FounderSync then divides the shares in proportion to the agreed percentages in whole shares, handing leftovers to the largest remainders. Each founder's grant takes the agreement's vesting duration, cliff and monthly or quarterly steps, and is priced at par value. Acceleration is mapped from the agreement's three switches: termination without cause or a removal vote makes it double trigger, an acquisition alone makes it single trigger. The import runs as one transaction, creating Common Stock and the founder stakeholders if they are missing. It warns you if the split does not add up to 100%, if someone has no equity, or if an agreed founder has left the team.
Afterwards the cap table keeps watching. If founders' shares stop matching the agreed split, Overview lists who differs and by how much, and an agreement review is raised. The same check raises reviews when a round closes or a cliff or note maturity approaches.