What's a Cap Table and Why do I Care?

As we're wading into the waters of our first startup, especially when we start talking to investors, we're going to get asked about our "cap table" — a lot. For many of us who have no idea what that means, here's a quick primer.

November 4th, 2019   |    By: Wil Schroter

The cap table is a ledger of who owns stock in our company. If you and I are the only owners of the company, there are exactly two entries in the cap table.

Easy peasy.

But as the company grows, and we start handing stock out to more people, the accuracy of the cap table starts to become really important

It's easy now...when does it get complicated?

The moment we start handing stock out to more people than ourselves.

At that point, we start to run into keeping records of not only who we've allocated stock to, but who we may be taking it back from (former employees who may not have exercised their stock options for example).

The constant changes within the cap table start to become a bit more complex, and having an accurate ledger becomes very important.

Who is going to ask me about my cap table?

Investors for sure.

That's because investors will want a detailed and accurate account of who the existing stockholders are. This may include people who have invested small amounts in the company, advisors, and of course the major holders such as the management team.

When the investor puts money in, they are likely going to become a major holder and will also want to know how the cap table might change with additional stock grants as well.

If you don't have a cap table now, there's not much to creating one. You can download a number of templates online and begin populating and maintaining one without much complexity.

When you're ready to start awarding stock or raising money, it'll be time to really refine the document then.

In Case You Missed It

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Private Investors for Startups: Everything You Need to Know. A comprehensive guide to everything you need to know about private investors for startups and small businesses: what they are, how they work, who private investors are, advantages-disadvantages, pitching them, and much more.

Angel Investor Guide. Finding and pitching an angel investor goes hand in hand with being an entrepreneur. This guide will walk you through what angel investors do, how to find them, and what the angel investor pitch process looks like in detail.

About the Author

Wil Schroter

Wil Schroter is the Founder + CEO @ Startups.com, a startup platform that includes BizplanClarity, Fundable, Launchrock, and Zirtual.  He started his first company at age 19 which grew to over $700 million in billings within 5 years (despite his involvement).  After that he launched 8 more companies, the last 3 venture backed, to refine his learning of what not to do.  He's a seasoned expert at starting companies and a total amateur at everything else.

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