How to share a cap table with investors

Share it fully diluted, as a single source of truth, to named people, and be able to see who opened it.

An investor who is seriously considering a term sheet will see your cap table. The question is never whether, only when and in what state.

Not “how much do the founders own”. They are solving for their own position after this round:

• Their percentage post-money, fully diluted
• What the unissued ESOP pool will do to that
• Which existing instruments convert, and at what
• Whether any prior investor has rights that affect them. Pro-rata, anti-dilution, consent thresholds
• Whether the table reconciles to the statutory register

If your table does not let them compute those, they will build their own from your documents, arrive at a different number, and the conversation becomes about reconciling two spreadsheets instead of about the company.

An issued-only table understates dilution and overstates everyone’s percentage. It is not a trick if unintentional, but it has the same effect as one: the investor computes a stake, discovers later it was wrong, and reopens terms at the worst possible moment.

Fully diluted means including:

• All issued equity shares
• All preference shares, with conversion ratios
• The entire ESOP pool. Granted, vested and still unissued
• Every convertible: CCPS, CCDs, SAFEs, notes, with conversion mechanics stated
• Warrants and any other right to acquire shares

Show the unissued pool as its own line. Folding it into “others” is the most common way a cap table misleads without anyone intending it to.

1. The register does not match the certificates. Resolutions authorising shares, no certificate issued, or the reverse. Counsel reconciles these and a gap stalls the round while it is traced.
2. Conversion mechanics described in words, not maths. “It converts at a discount” is not a formula. Put the formula in the document.
3. ESOP grants without the scheme document. Grants exist, the scheme that governs them cannot be found. Vesting then cannot be verified.
4. Multiple versions in circulation. The worst of the four, and the most common, because it is created by the act of sharing.

You email the cap table in March. You close an ESOP grant in April and a bridge in May. In June an investor asks a question based on the March file, and neither of you realises you are discussing different companies.

Nothing about that requires bad faith and it happens constantly. It is a property of attachments: once sent, a file is a copy that ages independently of the truth.

A single document in a room that you update in place does not fix downloading, a reader who can open a file can save it, but it means the current version has one location, and you can see who last opened it and when. That turns “which version are you looking at” from a guess into a lookup.

Staging is not secrecy. It is matching disclosure to the seriousness of the conversation, which is what a role ladder is for, one room where an investor at first-conversation stage simply has not been granted the cap table yet.

Partly, yes. It identifies individual shareholders and their holdings. The basis for sharing it with an investor is far clearer than for a customer list, it is necessary to the transaction and shareholders are on notice that ownership is disclosed in a financing, but it is worth knowing the document is in scope.

The practical consequences are small: grant it to named people rather than a link, and keep a record of access. Both of which you want anyway. More in DPDP and your investor data room.

The cap table lives in its own folder with its own grant. An investor on view-only can read it; an investor who has not been granted it cannot, and neither can the AI on their behalf. The access limit applies when the system searches, so an ungranted cap table is never a retrieval candidate and cannot be quoted, summarised or confirmed to exist.

When an investor asks “what is the fully diluted split after this round”, the answer comes back cited to the cap table and the page it came from, so they can open the source and check the arithmetic themselves. And you can see who opened it and when.

A practical summary, not legal or financial advice. Cap table mechanics and your obligations depend on your instruments and your facts; take advice on your own situation.