Cap Table Management: Getting It Right Before Series A
Your cap table is one of the most scrutinized documents in due diligence. Learn how to clean it up, model conversions, and avoid common mistakes.
Your cap table records who owns what in your company. It sounds simple, but cap table management is one of the most common sources of fundraising delays and complications. Investors scrutinize cap tables carefully—mistakes discovered during diligence can delay or kill deals.
This guide covers cap table fundamentals, common issues to fix before fundraising, and how to model SAFE conversions for your Series A. For the broader picture, see our Complete Guide to Series A Readiness.
Cap Table Issues Kill Deals
We've seen deals delayed for months because of cap table issues—missing stock certificates, unclear ownership, or improperly documented grants. Clean this up before you start fundraising.
Why Your Cap Table Matters
Determines Ownership
The cap table defines who owns what percentage of your company. Post-money ownership after the round affects everyone.
Legal Foundation
Every share on your cap table should be backed by proper legal documentation. Missing paperwork creates legal risk.
Investor Alignment
Investors need to understand who else is on the cap table, what rights they have, and how the structure affects governance.
409A Requirements
Your cap table affects 409A valuations and determines the strike price for employee option grants.
Cap Table Basics
What's on a Cap Table
| Component | Description |
|---|---|
| Common Stock | Founder shares and exercised options. Basic ownership. |
| Preferred Stock | Investor shares with special rights (liquidation preference, anti-dilution). |
| Option Pool | Shares reserved for employee grants. Shows granted vs. available. |
| SAFEs/Notes | Convertible instruments that will become shares at the next priced round. |
| Warrants | Rights to purchase shares at a set price (often from debt financing). |
Fully Diluted Shares
Investors care about "fully diluted" ownership—the percentage you'd own if all options, SAFEs, and convertible notes converted to stock.
Fully Diluted Calculation
Common Cap Table Issues
Missing Documentation
Shares issued without proper board approval, stock purchase agreements, or 83(b) elections. Common with early founder shares or informal advisor grants.
Stale or Missing 409A
Options granted without a current 409A valuation. Creates tax liability for employees and the company. 409A should be updated after significant events.
Promised But Unissued Grants
Verbal promises to employees, advisors, or early contributors that were never formalized. Creates liability and uncertainty.
IP Assignment Gaps
Founders or early employees who contributed IP but never signed proper assignment agreements. The IP may not clearly belong to the company.
SAFE/Note Confusion
Multiple SAFEs with different terms, caps, and discounts creating uncertainty about post-money ownership. Need clear conversion modeling.
Departed Employee Issues
Vested options for departed employees not tracked properly. Unclear whether options were exercised, expired, or are still outstanding.
SAFE & Note Conversion
Most seed-stage companies have SAFEs or convertible notes that will convert to equity at the Series A. Understanding how this works is critical.
Post-Money SAFEs
Modern (post-2018) Y Combinator SAFEs specify a post-money valuation cap, making conversion math simpler.
Post-Money SAFE Example
SAFE: $500K at $5M post-money cap
SAFE ownership at cap: $500K / $5M = 10% of fully diluted shares
Pre-Money SAFEs & Notes
Older SAFEs and convertible notes with pre-money caps are more complex because they interact with each other during conversion.
Get Professional Help
SAFE/note conversion can be complex, especially with multiple instruments at different terms. Get your lawyer and/or fractional CFO to model this properly before the round.
Key Conversion Concepts
- Valuation cap: Maximum valuation at which the SAFE converts (benefits the investor if actual valuation is higher)
- Discount: Percentage discount to the Series A price (e.g., 20% discount means paying 80% of Series A price)
- Cap vs. discount: SAFEs typically convert at whichever produces more shares for the investor
- Pro-rata rights: Right to invest in future rounds to maintain ownership percentage
- MFN: Most favored nation clause gives SAFE holders the best terms of any subsequent SAFEs
Option Pool Considerations
Series A investors typically require an option pool—shares reserved for future employee grants. Understanding option pool dynamics is important for founder dilution.
Typical Series A Option Pool
- Size: 10-15% of post-money shares is typical
- Timing: Usually created/expanded pre-money (dilutes existing shareholders, not new investors)
- Purpose: Provides equity for hiring over next 18-24 months
Pool Size Negotiation
Investors want a larger pool (more hiring capacity, less future dilution to them). Founders want a smaller pool (less dilution now).
Strategy: Build a hiring plan showing exactly what roles you'll fill and what equity each requires. Use this to justify a pool sized to actual needs rather than accepting an arbitrary 15%.
Cap Table Cleanup Checklist
Documentation
Accuracy & Completeness
Compliance
Cap Table Tools
Spreadsheets work for early-stage, but as complexity grows, dedicated cap table software helps avoid errors.
Carta
Industry standard. Handles cap table, 409A, and equity administration. Most investors expect to see Carta for Series A+.
Pulley
Startup-friendly alternative. Good features at lower price point. Growing adoption among early-stage companies.
Captable.io
Free tier for early-stage. Good for modeling and scenario analysis before you need full administration features.
Spreadsheet
Fine for pre-seed. But migrate to a proper tool before Series A to avoid errors and present professionally.
Related Articles
Complete Series A Readiness Guide
Everything founders need to know
Data Room Checklist
What investors expect to see
Due Diligence Red Flags
What kills Series A deals
Clean Up Your Books
Get audit-ready before fundraising
Need Help With Your Cap Table?
Eagle Rock CFO helps startups clean up cap tables and model SAFE conversions for Series A fundraising.
Get Cap Table Ready