# Cap table

> A cap table, short for capitalisation table, is the record of who owns what in a company: founders, employees, investors and the option pool, with each holder's shares, share class and percentage. A fully diluted cap table also counts options, warrants and convertibles such as SAFEs as if they had become shares. Investors read it to understand ownership, control and what a new round would do.

Source: https://delsivo.com/glossary/cap-table · Updated 2026-11-06

## Key takeaways

- Check whether a cap table is issued shares only or fully diluted.
- Unconverted SAFEs and notes change ownership even though they aren't shares yet.
- The legal share register, not a spreadsheet, is the final record.

## A simple cap table

A fictional company before its seed round

| Holder | Shares | Ownership |
| --- | --- | --- |
| Founder A | 4,500,000 | 45% |
| Founder B | 3,500,000 | 35% |
| Option pool (granted and ungranted) | 1,000,000 | 10% |
| Angel investors | 1,000,000 | 10% |
| Total, fully diluted | 10,000,000 | 100% |

If the company also had $500,000 of unconverted SAFEs, this table would overstate everyone's ownership after the next round.

## What investors look for in a cap table

- Founders who still own enough to stay motivated through several rounds.
- An option pool large enough to hire the team the plan needs.
- Every SAFE, note and warrant, with its terms.
- Large stakes held by people no longer involved, which can complicate later decisions.

## The cap table during diligence

A fund asks for the cap table early in diligence and checks it against the incorporation documents, board approvals and convertible instruments. Model the round on it before agreeing a price. A [cap table and dilution calculator](https://delsivo.com/tools/cap-table-dilution-calculator) can show ownership before and after.

## Common confusions

- Issued versus fully diluted: issued counts existing shares; fully diluted adds options and convertibles.
- Authorised versus issued: a company may be allowed to issue more shares than it has.
- A cap table spreadsheet is a summary. The statutory register of members or stock ledger is the legal record.

## Frequently asked questions

### What does fully diluted mean on a cap table?

It counts every share that could exist from options, warrants and convertibles as if already issued, giving the lowest realistic ownership for each holder.

### Who keeps a startup's cap table?

The company, often with its lawyer or cap table software. Investors receive copies and check them in diligence.

### Why do investors care about the option pool size?

A pool created or enlarged before a round dilutes existing holders, and an undersized pool means more dilution later when the company hires.

## Related pages

- [Cap table and dilution calculator](https://delsivo.com/tools/cap-table-dilution-calculator)
- [Dilution](https://delsivo.com/glossary/dilution)
- [SAFE note](https://delsivo.com/glossary/safe-note)
- [Diligence information request list](https://delsivo.com/templates/diligence-information-request-list)