Ownership and the cap table

Ownership shows one company's share classes, holders, register of members, certificates, SAFEs and notes, option plans and grants, and the cap table. Choose the company at the top when the team keeps more than one.

Share classes and holders

Add class names a class of shares, such as Ordinary or Common, with its par value. Its kind, votes per share, authorised shares and certificate prefix change where they are shown.

A holder is a person or an entity that holds shares, a SAFE or options. Typing a new name when recording adds the holder. Two holders recorded for the same person can be merged from the holder's page.

The register of members

Each change to who holds shares is recorded once, with its date: an issue, a transfer, a buy back, a cancellation, a conversion of a SAFE or note, or a split. A transfer or cancellation that would leave a holder with fewer than no shares on any date is refused with the number they hold.

A transaction is never edited. Reverse records a correction that moves the same shares back, and the register shows both.

Each issue gets the next certificate number of its class unless you type another. A transfer of part of a holding issues a certificate for the shares the holder keeps. Each certificate prints as a PDF.

The register of members, the register of officers, the register of transfers and the ledger print as PDFs, as of a date.

SAFEs and notes

Add SAFE or note records a post-money SAFE, a pre-money SAFE or a convertible note with its amount, date, valuation cap, discount and, for a note, its interest and maturity. A SAFE signed in Agreements is offered at the top of the page with Record, which reads its amount, cap, discount and investor. Convert records the shares it became; Repaid and Cancelled close it.

Option plans and grants

An option plan sets aside a pool of shares of a class. A grant gives a holder options from the pool, with an exercise price and a vesting schedule: a start date, a cliff in months, the months over which it vests, and whether it vests monthly, quarterly or yearly. The grant's page shows what has vested on each date. An exercise is recorded as an issue of shares in the register; a cancellation or expiry returns unvested options to the pool.

How the cap table is worked out

The cap table shows each holder's shares on the date chosen, as a percentage of the shares issued and of the fully diluted total. Fully diluted adds the options granted and not yet exercised, cancelled or expired, the rest of the pool, and post-money SAFEs as if they converted at their caps. The pool and the SAFEs each have a switch.

Each post-money SAFE's share is its amount divided by its valuation cap. The SAFEs together receive that share of the company after they convert, so each SAFE's shares are the fully diluted total before SAFEs, times its share, divided by one less all the SAFEs' shares, rounded down. A pre-money SAFE, a SAFE with a discount and no cap, and a note are listed but not modelled.

Download CSV and Download PDF give the cap table as shown.

Accounting

Share capital and SAFEs are two kinds of account in Accounting's chart of accounts. Company Records does not post to Accounting: the money arrives through your bank feed, and a transaction or SAFE can name the journal that recorded it.

If a figure on the cap table does not match what you expect, Contact support.