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Equity Fund Raise · Question
Short answer
A cap table, short for capitalisation table, is a record of everyone who owns shares or rights to shares in your company, showing how many they hold, of which class, and what percentage that represents. Investors ask for it because it reveals who controls the company, who else may claim ownership, and what their own stake would be after investing.
Think of it as the ownership ledger of the business at a point in time. Each line names a holder, such as a promoter, a family member, an earlier investor or an employee, then lists their shares by class, the price paid and the share of the whole.
A useful table goes beyond today's holders. It shows options or warrants not yet exercised, convertible instruments that will turn into shares later, and any pledged or restricted shares. This is called the fully diluted view and it tells an investor what ownership will look like once everything convertible has converted.
Investors use the table in several ways. They test who has control and whether decisions can be blocked. They look for loose ends, such as promised shares that were never formally issued, which can lead to later disputes. They also build a picture of the stake they would hold after the round, and what happens to every other holder.
| Item | What it tells the investor |
|---|---|
| Holder and class of share | Who has which rights |
| Number and price of shares | What was paid and when |
| Unexercised rights and convertibles | Possible future dilution |
| Percentage on full dilution | Real ownership after conversion |
A loose promise
A founder verbally promised a senior manager a small stake years ago but never recorded it. An investor spots a reference in an email during checks and asks for it to be documented or released before closing. Cleaning this up early avoids delay.
Match your table to the company's statutory registers and filings. A gap between the two is a red flag.
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