Cap Table Calculator

A capitalization table records who owns what fraction of a company. Every percentage on it comes from the same calculation, shares held divided by total fully diluted shares, and almost every dispute about a cap table comes from disagreement over the denominator. Fully diluted counts include issued common and preferred stock plus everything that could become stock: the unissued portion of the employee option pool, granted but unexercised options, warrants, and convertible notes or SAFEs modelled as if already converted. That total is commonly 15 to 30 percent larger than the outstanding share count, so an ownership figure quoted on an outstanding basis is systematically flattering. Investors negotiate and run diligence on the fully diluted number. Typical structures follow recognisable patterns. Option pools are usually sized at 10 to 20 percent of fully diluted shares, with about 15 percent common at Series A, and investors normally require the pool to be created or topped up before the round so the dilution falls on existing holders rather than pro rata on everyone. A priced round generally sells 15 to 25 percent of the company. Founder equity is almost always subject to four-year vesting with a one-year cliff. The limitation of any simple percentage table is that it says nothing about the liquidation waterfall: preferred stock carries liquidation preferences, typically 1x, along with participation and anti-dilution rights, so an exit can distribute proceeds in proportions bearing little relation to the ownership percentages shown here.

Share registers are far older than startups. The obligation to keep a stock ledger listing holders and their shares is written into general incorporation statutes including the Delaware General Corporation Law, and that ledger is the direct legal ancestor of the cap table. What made the modern startup version distinctive was the arrival of institutional venture capital after American Research and Development Corporation was founded in 1946 by Georges Doriot and colleagues, which introduced repeated rounds of preferred stock carrying special rights layered above founder common stock. Ownership stopped being a single list and became a stack of classes with different economics. Standardisation came much later. The National Venture Capital Association published model financing documents in the mid-2000s that gave the industry common language for liquidation preferences, anti-dilution formulas and option pool mechanics, which in turn made cap tables broadly comparable from one deal to the next. Until the 2010s most were maintained as spreadsheets, and errors in them were a routine cause of delay during diligence and at exit. Dedicated equity management platforms, notably eShares, founded in 2012 and later renamed Carta, along with competitors including Pulley and Shareworks, moved the ledger into software with electronic share issuance, which is now the norm for venture-backed companies.