What is a Cap Table?

A Cap Table, short for capitalisation table, is the record of who owns what in your company. It lists every stakeholder and every instrument that is or could become a share, and shows what each represents as a percentage. When someone asks how much of the company a founder, an investor or an employee owns, the Cap Table is the answer.

That is the definition. What matters more is what separates a Cap Table that holds up from one that quietly stops being true. Four things: it stays current, the paperwork sits with it, the valuation connects to it, and the people on it can see it.

What sits on a Cap Table

Ownership splits across a handful of things, and a complete Cap Table holds all of them:

Shares, grouped by class. Most companies start with Common and add a preferred class at each priced round.
Options, granted to your team but not yet exercised.
RSUs and RSAs, where your incentive plan uses them.
Your unallocated pool, set aside for future grants but not yet promised to anyone.
SAFEs and convertible notes, money already invested that has not yet converted into shares.
Warrants, rights to buy shares at a set price, often issued to lenders or partners.

Miss any of these and your ownership percentages are wrong. The gap between shares issued today and everything that could become a share is usually larger than people expect, and it is real ownership that has already been promised. Reading the difference between your outstanding and fully diluted views is where that gap shows up.

It has to be live

A Cap Table that updates when someone remembers to update it is already out of date. That is the single biggest difference between one that holds up and one that does not.

Cap Tables go wrong quietly. A grant gets promised in an offer letter and never recorded. A SAFE gets signed and filed in an inbox. Someone leaves and their unvested options are never cancelled. None of it hurts until a diligence request arrives with a two-week deadline, or a founder works out mid-raise that they own less than they thought. By then, reconstructing the truth means going back through years of email.

A live Cap Table updates as equity is issued. That is also what makes it useful between raises: you can pull a point-in-time view for any date or compare two dates for a board report, and every change carries an audit trail of who did what and when.

As Ellen D, COO at Vow, puts it: "The cap table that we have in Cake is our source of truth. It's a tool that we use on a day-to-day basis."

The documents belong with it

A share count on its own does not survive diligence. An investor's lawyer will ask for the paperwork behind the number: the signed subscription agreement, the board consent that approved the grant, the executed SAFE, the certificate.

When every signed document and board approval sits against the stakeholder and the security it belongs to, answering that request is a lookup. When they live in someone's inbox, it is a week of work. The same applies at company level, where a data room holds incorporation documents, financials and prior valuations in one controlled place, so diligence is a link you share rather than a folder you assemble under time pressure.

The valuation should connect to it

A Cap Table tells someone what percentage they hold. A valuation turns that into a number they understand.

A 409A valuation sets the fair market value that strike prices are based on, and it is what makes a grant mean something other than an abstract count of options. Companies generally obtain one before issuing stock options. Once that valuation is added to the Cap Table, stakeholders see an estimated value against their own holding, and compliance reporting draws on the same source rather than a separate spreadsheet.

The people on it should be able to see it

This is the part most companies leave until last, and it is the part that decides whether equity does anything at all.

Nobody can value a grant they cannot see. If the only way for an employee to find out what they hold is to email you, most will not ask, and the equity you granted stops working as a reason to stay. Investors are the same, except they do ask, every quarter, for numbers you have already produced once.

Giving each stakeholder their own portal showing what they hold, what has vested and what it is currently worth is what turns a record into something the team feels. It also stops you being the bottleneck for your own Cap Table. Company view and stakeholder view are separate, so what admins manage and what stakeholders see never get confused.

Spreadsheet or platform

A spreadsheet cannot do any of the four things above. That matters more than whether the formulas are right.

It works while your Cap Table is a few holders and one share class. It stops working when vesting needs calculating, when several instruments convert at once, or when more than one person is editing. The usual failure is not a broken formula. It is two versions of the file and no way to tell which one is right. And even a correct spreadsheet is not live, keeps its documents elsewhere, carries a valuation someone typed into a cell, and can be read by exactly one person.

How Cake handles it

Cake holds all four in one platform. Shares, options, RSUs, RSAs, SAFEs, notes and warrants sit together, with signed documents stored against the records they belong to and your 409A feeding estimated values. Vesting and dilution calculate as equity is issued rather than on a reporting cycle. Every stakeholder, from founders and CFOs through to legal counsel, investors and employees, gets their own view.

Simple to work in, built for the complexity underneath. You can bring an existing Cap Table across from a spreadsheet or another platform and read all of it in Cake before you pay for anything.

Still need help?

Contact our support team via chat or email hello@cakeequity.com and we will help you out.