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LEGAL

Startup Equity Basics

Building Your Cap Table the Right Way

Your cap table is the master record of who owns what. A messy, inaccurate, or overly generous cap table can kill deals and undermine trust with investors. Keep it clean, updated, and aligned with long-term hiring and funding plans.

Why it Matters

A cap table isn’t just a spreadsheet — it’s your company’s DNA.

Every equity decision — from founders to hires to investors — ends up here. It’s the first thing investors ask for. It shows how committed your team is and whether your equity strategy is sustainable.

Founders Checklist
  • Track founders, employees, advisors, and SAFEs/options clearly

  • Include: name, number of shares, % ownership, and vesting status

  • Use cap table software (e.g., Carta, Pulley, LTSE Equity)

  • Keep it updated after every change — no verbal agreements

  • Forecast future dilution and hiring needs using scenario modeling

Founder Fails
  • Forgetting to track SAFEs or convertible notes

  • Failing to adjust for option pools post-funding

  • Not updating the table after new hires or grants

  • Issuing equity before board or legal approval

  • Showing percentages instead of total shares and ownership clearly

When to ask for Help
  • You’re building your first cap table and want to avoid errors

  • You’re preparing for a funding round and need a clean version

  • You’re unsure how to model dilution from future hires or SAFEs

  • You need help interpreting investor-preferred equity terms

  • You want to forecast how much equity to reserve for hiring

Frequently Asked Questions

Q: Can we just use a spreadsheet?
A: At the earliest stage, yes. But once you hire or raise funds, use proper software — it prevents errors and builds trust.


Q: Should we include unvested equity on the cap table?
A: Yes — but clearly mark what is vested vs. unvested.


Q: What about option pools?
A: Your option pool (typically 10–20%) should be shown on a fully diluted basis — including what’s granted and what’s reserved.

Fractional Executives

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