Guide · EasyCofounder
The cap table: building and maintaining yours
Investors ask for the cap table from the first serious meeting, and an inconsistent one is enough to slow down or derail a round. This guide sets out what it should contain, how to build it step by step, how to use it to model future rounds and which mistakes to avoid. Where it refers to specific instruments or documents, they are French ones, explained for an international reader.
Updated on 6 min readBy the EasyCofounder team
In short
- A cap table records who owns a startup’s equity: shareholders, number and class of shares.
- It also lists rights that may become shares later, such as stock options, warrants and convertible instruments.
- It exists in non-diluted and fully diluted versions and must always match the official share register.
Diagram · Illustrative example
Sample cap table
A cap table lists who owns what, in number of shares and as a percentage of the company. Here is the cap table of a fictional company after a first round.
| Holder | Type | Shares | % ownership |
|---|---|---|---|
| Founder ACommon shares | Common shares | 40,000 | 40% |
| Founder BCommon shares | Common shares | 30,000 | 30% |
| Business angelsShares issued in the round | Shares issued in the round | 20,000 | 20% |
| Employee option poolReserved, not yet granted | Reserved, not yet granted | 10,000 | 10% |
| Total | 100,000 | 100% |
Illustrative example. Share counts and percentages are not recommendations.
Contents
What is a cap table?
The cap table is a snapshot of the company’s equity on a given date: it shows each security holder, the number of securities they own and the percentage this represents.
It goes further than a simple split in percentages, since it also lists the instruments that will give access to the equity in the future and the history of the transactions that led to the current position.
In France, the registers of registered shares are kept by the company itself or by a person it authorises (Commercial Code, article R228-8), so the cap table should be reconciled with them after every transaction.
What should a cap table contain?
- The list of shareholders: founders, investors and employees who have become shareholders, with up-to-date contact details.
- The number of shares each one holds and their class (ordinary or preferred) if there are several classes.
- The subscription price paid in each transaction and the date of each issue.
- Dilutive instruments: granted and ungranted BSPCE (French employee stock options), BSA (share warrants), BSA AIR (a French convertible instrument) and free shares, with their main terms.
- The non-diluted calculation (existing shares) and the fully diluted one (as if all rights were exercised or converted).
- The vesting terms for the founders and for BSPCE holders.
- A history tab that traces every transaction on the equity, with a reference to the corresponding decision.
| View | What it counts | What it is for |
|---|---|---|
| Non-diluted | Shares actually issued | Voting rights and dividends today |
| Fully diluted | Shares issued plus all future rights | Negotiating rounds and each person’s real stake over time |
How do you build your cap table step by step?
- 1Gather the articles of association, the minutes of shareholder meetings, the share register and every contract giving access to the equity.
- 2Create one tab per transaction, in chronological order, starting from the company’s incorporation.
- 3Build a summary tab that automatically calculates the non-diluted and fully diluted split.
- 4Add a modelling tab that lets you test a future round with a valuation, an amount and a BSPCE pool.
- 5Check that the total number of shares matches exactly the share capital stated in the latest articles of association.
- 6Have the table reviewed by the lawyer or chartered accountant who handles transactions on the equity.
A spreadsheet is more than enough for the first few years. Specialised software then exists to manage many shareholders, BSPCE grants and communication with investors.
How do you use the cap table to prepare a round?
The cap table becomes a decision-making tool as soon as you prepare a round: it lets you see the effect of an offer before you accept it.
- Test several combinations of valuation and amount to measure the stake you give up, as explained in our guide to startup valuation.
- Compare a BSPCE pool created before or after the investors come in.
- Calculate the conversion of BSA AIR by applying their cap and discount.
- Model how the sale price would be split under several scenarios, taking any liquidation preferences into account.
- Measure the stake the founding team will keep after several rounds, as covered in our guide to founder dilution.
Before answering two offers, a founder enters each one in her modelling tab. She sees that the offer with the higher valuation requires a larger BSPCE pool created before the round, which brings the founders’ remaining stake almost down to the level of the other offer, which comes with simpler terms.
Which mistakes worry investors?
- A table that does not match the articles of association or the share register.
- Shares or BSPCE promised verbally, missing from the table and from any formal decision.
- An inactive shareholder holding a large stake with no vesting and no buyback mechanism.
- Equity heavily fragmented among many small holders with no arrangement for how they vote.
- BSA AIR forgotten or miscalculated in the fully diluted version.
- No history that lets anyone trace where each line came from.
These issues almost always come up during due diligence. It is better to fix them before approaching investors, even if that means regularising certain transactions with the help of a lawyer.
Who should you share the cap table with?
Shareholders have a legitimate interest in knowing how the equity is split, serious investors will ask for it during discussions, and employees holding BSPCE can receive the information they need to understand their stake.
Share a dated, read-only version and keep the modelling tab for the founders and their advisers. Information about the other shareholders should be handled discreetly.
Frequently asked questions
What is the difference between a cap table and the share register?
The share register is the reference document that officially records transfers and issues of shares. The cap table is a summary and modelling tool built from that register and from shareholder decisions, and the two must match.
Should ungranted stock options be included in the cap table?
Yes. In the fully diluted version, you generally show the total authorised pool, separating the part already granted from the part still available, because that is what investors look at.
Which tool should you use for your cap table?
A well-structured spreadsheet is enough at the start. Specialised software becomes useful when the number of shareholders and option holders grows or transactions multiply.
When should the cap table be updated?
At every transaction on the equity: incorporation, capital increase, share transfer, grant or exercise of warrants, conversion of convertible instruments, a shareholder leaving, ideally on the same day.
Glossary
- Cap table
- A table listing a company’s shareholders and the rights giving access to its equity.
- Share register
- The company document that officially records issues and transfers of shares.
- Fully diluted
- A view of the equity that assumes all warrants and convertible instruments are exercised or converted.
- Preferred share
- A share carrying special financial or governance rights, often requested by investors.
Sources
Official texts and reference pages used for this guide
- French Commercial Code, Article R228-8 (Légifrance)
- French Commercial Code, Article L228-91 (Légifrance)
- French General Tax Code, Article 163 bis G (Légifrance)
These are French official sources: the rules described apply to companies governed by French law.
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Further reading
- Understanding dilutionFounder dilution: how to calculate it at each round, the effect of stock option pools and convertibles, anti-dilution clauses and how to stay in control.
- Equity splitSplitting equity between co-founders: criteria, worked reasoning, vesting, cliff and common mistakes. Pointers to start the conversation on the right foot.
- Understanding BSPCEBSPCE explained: what they are, which companies qualify, how they work from grant to sale, how they differ from free shares and BSA, and building a plan.
- Preparing for due diligenceStartup due diligence: what investors check, the documents to put in your data room, a checklist and the blocking issues to fix early.
About this guide
This guide was written by the EasyCofounder team — a platform that connects founders, talents and startups — and was last updated on November 9, 2026. It draws on common startup practice and on the questions our members ask.
How we write, review and update our guides is explained on our About page.
It provides general guidance and is not legal, tax or financial advice. For your own situation, consult a qualified professional (lawyer, accountant) and the official resources available in your country.