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Startup Cap Table Template

A cap table rebuilt from the signed documents, with every share traced to its agreement and board approval, and every old spreadsheet checked against it.

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Pack of 8 files: 3 documents, 5 spreadsheets

Startup Cap Table Template

How a Share Becomes ValidDocument
Reconciliation NoteDocument
Discrepancy NotesDocument
Instrument RegisterSpreadsheet
Version ReconciliationSpreadsheet
Discrepancy RegisterSpreadsheet
Consolidated Cap TableSpreadsheet
Fully Diluted ViewSpreadsheet

Startup Cap Table Template

Instrument Register

[Company], Inc., reconciled as of [date]

One row per instrument, not per holder. Built from the documents before any cap table is opened.

ID	Holder	Instrument	Class	Shares per document	Instrument ref	Authorizing consent	Shares per consent	Authorization	Consideration received
IN-01	—	—	—	—	—	—	—	—	—
IN-02	—	—	—	—	—	—	—	—	—
IN-03	—	—	—	—	—	—	—	—	—
IN-04	—	—	—	—	—	—	—	—	—

Two source references, and they are different questions

The instrument	What the holder signed. A purchase agreement, a grant notice, a warrant, a convertible
The authorization	What the company did. A board consent setting the number, the recipient and the consideration
When they disagree	The authorization decides, and the register records both numbers rather than picking one

Filling in the second column from the first is the mistake this register exists to prevent. If no consent has been located the field stays empty and the row is flagged. It is never inferred from a signed agreement.

Page 1 of 1178 words

How to build a startup cap table

A startup cap table lists every share in your company and every share promised or set aside. That means founder, employee and investor stock, granted options, the unissued option pool, warrants, and any SAFEs or notes that haven't converted. A good one gives each instrument its own row. It ties that row to the signed document that created it and the board approval behind it, and it says what its fully diluted total counts.

Build it from the signed documents, not from the last spreadsheet. A file copied from the version before it carries every old mistake forward, however finished it looks.

Two people at a table with an open laptop, one holding up a printed page and signing a document with a pen — Check each row against the signed paper, not the last spreadsheet. Photo: The Unmistakables on Unsplash

Gather the signed documents first

Before you open any spreadsheet, collect everything that created, changed or canceled a share. Ask about every closing of every round: a later close handled by other lawyers is an easy place for papers to go missing.

The certificate of incorporation and every amendment
Stock purchase agreements, including founders' and advisors'
The equity plan, its amendments and every grant notice, canceled ones too
Board consents and minutes, and any stockholder consents
SAFEs, convertible notes and warrants, with their side letters
Option exercise notices, with proof of payment
Records for anyone who left with unvested equity
Every 83(b) election, with proof of filing

Note each 83(b) filing date as you go. The IRS's Form 15620 instructions say an election must be filed no later than 30 days after the stock is transferred¹, with a copy to the company. A late one moves no shares, but it can change the holder's tax bill. Last, collect every spreadsheet version, old ones included, and note who received each.

Give every cap table row two sources

Start a register with one row per instrument, not per person, so a founder with stock and options gets two rows. Each row then carries two references: the instrument the holder signed, and the board approval that authorized it.

The approval is the one that counts. Under Delaware law, which this guide follows, stock may be issued "in the numbers, at the times and for the consideration"² set out in a board resolution. Options are issued the same way. So a signed agreement, a cleared payment and a printed certificate can't stand in for a missing approval.

What each register row records

Column	What goes in it
Holder	The person or entity named in the document
Instrument	Stock purchase agreement, grant notice, SAFE, warrant or exercise notice, with its date
Class and amount	Common, preferred series, options or SAFE dollars, as the document states them
Board approval	The consent or minutes that authorized it, with its date and the number approved
Payment	What was paid, and the record showing it arrived
Notes	Vesting dates, 83(b) status and anything someone must decide

Fill in the approval column only from a consent or minutes you can see. If you can't find one, leave it blank and flag the row.

Check every issuance against its approval

A priced round will ask you to vouch for every share. The National Venture Capital Association's model stock purchase agreement³ has the company state that all its outstanding shares "have been duly authorized." Give each row one of three statuses: authorized, not located or contradicted. Look hardest at advisor grants and later closings.

Delaware's ratification statute, section 204, has a name for shares that fail this test. Shares that would be valid but for a failure of authorization, or that the board can't determine to be valid, are putative stock⁴. From inside a spreadsheet, a putative row looks exactly like the one above it.

Fixing it is a board decision, not a spreadsheet edit. Section 204 lets the board ratify the issuance in resolutions stating what was done, when, how many shares and what went wrong. Stockholders must be notified, and must also approve if the original act needed their vote. Once effective, ratification reaches back to the original date.

Section 205 also lets the Court of Chancery rule on whether shares are valid. Record any ratification in your board minutes. Never backdate a consent: it hides the gap without curing it.

Make the option numbers add up

Option records usually drift in three ways: grants approved but never entered, exercised options left in the option line, and forfeited options never returned to the pool. The same NVCA agreement has the company state its plan reserve in three parts³: shares issued, options outstanding and shares still available.

Those parts should add back to the last approved reserve. Take a 1,500,000-share reserve with 1,100,000 options granted, of which 50,000 were exercised and 80,000 forfeited. Outstanding is granted less exercised and forfeited: 970,000. Available is the reserve less grants plus forfeitures: 480,000. Then 50,000 issued, 970,000 outstanding and 480,000 available make 1,500,000. If yours doesn't close, find the missing grant, exercise or forfeiture instead of plugging the gap.

Check the plan's own approvals too. An option qualifies as a US incentive stock option only if, among other tests, stockholders approved its plan within 12 months before or after adoption⁵. Then confirm that issued shares, options and the pool fit within the shares your charter authorizes. Delaware directors can't issue beyond that number².

Add SAFEs and name your fully diluted basis

Put every SAFE and convertible note on the cap table, even though none is stock yet. Y Combinator, which created the SAFE, says a SAFE isn't shares until it converts into preferred stock⁶ at a priced round. On its post-money SAFE, the ownership sold equals the investment divided by the valuation cap, so $500,000 on a $6.7 million cap is about 7.5%.

Fully diluted isn't one number, because what goes in the denominator varies, even within one contract. The same YC SAFE counts the unissued option pool when it converts in a financing, but leaves the pool out if the company is sold. Publish one basis and name it beside every percentage.

ExampleOne founder, four percentagesAn illustrative example written for this guide

Example Co. has 8,000,000 shares outstanding, and one founder holds 4,000,000. Employees hold 1,000,000 granted options, 500,000 shares remain in the pool, and one $1,000,000 SAFE has a $10,000,000 post-money cap.
Outstanding shares only: 4,000,000 of 8,000,000, or 50.0%
Adding granted options: 4,000,000 of 9,000,000, or 44.4%
Adding the unissued pool: 4,000,000 of 9,500,000, or 42.1%
Adding the SAFE, which converts to 10%: 4,000,000 of about 10,555,556, or 37.9%

All four are correct. Each answers a different question, so a percentage without its basis can't be checked.
Before the new money. The last line is ownership just before a priced round adds new money and any new pool.

To convert several SAFEs and notes against a planned round, use the SAFE and note conversion calculator. For what each holder would actually receive in a sale, run a cap table waterfall analysis.

Reconcile old versions, then route what you find

Only now open the old spreadsheets. Compare each with your register, not with the version after it, and note every difference and its cause. Keep them all: if one went to an investor, the number they saw is a fact someone may rely on later.

Log each finding on its own line. If 90,000 forfeited options were never removed and 18,500 granted ones were never entered, the net 71,500 describes neither problem. Fix data-entry errors yourself, and give every other finding an owner and a next step.

When to bring in a lawyer

Take a missing approval or shares beyond what the charter allows to corporate counsel, and a late 83(b) election to a tax advisor. This guide covers Delaware and US federal tax law and is not legal or tax advice.

Before investors see it

Every row cites a signed document and a board approval, or is flagged
Options issued, outstanding and available add back to the approved reserve
Issued shares, options and the pool fit within the charter
Every SAFE, note and warrant in the folder is on the table
Each percentage names its fully diluted basis
Old versions are kept, with who received each
Every open item has an owner

When the table is clean, file it with its consents in your startup data room. This template includes the Instrument Register, Version Reconciliation and Fully Diluted View sheets, and River can build the register from your documents.

How to use this template

Use the files as they are, or open them in River. River asks for your signed documents first and every spreadsheet version second. It builds the register from the paper and tells you which documents are still missing. Then it flags any share with no board approval on file and checks your latest spreadsheet against the documents.

River won't infer an approval from a signed agreement or call shares invalid, which is a legal judgment. It tells you what is missing, what each gap changes and who has to decide.

Download it or open it in River
Download the three Word documents and five CSV sheets with no signup, or open the whole template in River.
Gather the documents first
Collect the charter, stock agreements, option plan, grant notices, board consents and SAFEs before opening any old spreadsheet.
Build and check the register
Enter one row per instrument with its board approval, yourself or with River, and flag any row without one.
Reconcile, then share the note
Compare each old version with the register, then send the Reconciliation Note to counsel or investors, open items included.

What's in the template

ID	Holder	Instrument	Shares or amount	Authorizing consent	Authorization	Note
IN-01	Ines Okonkwo	Restricted stock purchase agreement	4,000,000	2022-03-14	Authorized	83(b) filed on day 7 of 30
IN-02	Teodor Vance	Restricted stock purchase agreement	4,000,000	2022-03-14	Authorized	83(b) filed on day 41 of 30
IN-03	Halvard Reyes	Restricted stock purchase agreement	150,000	None located	Putative	Signed, paid, certificate issued, never authorized
IN-04	Nkem Adeyemi	Option exercise, paid 2024-06-11	60,000	2023-02-08	Authorized	Still sitting in the option line in every version
IN-06	2022 plan	Reserve, as last signed	1,750,000	2023-11-02	Authorized	Cumulative across the plan and amendment one
IN-07	2022 plan	Further reserve increase	100,000	None located	Not authorized	Unsigned draft. The spreadsheet carries it as 1,850,000
IN-08	Nine holders	13 option grant notices	1,318,500	7 consents	Authorized	5 notices, 18,500 shares, never entered anywhere
IN-09	Three departed holders	Forfeitures under plan terms	(90,000)	Not required	Authorized	Still shown as outstanding in every version
IN-12	Marisol Ferrand	SAFE, $9,000,000 post-money cap	$450,000	2024-02-09	Authorized	In no spreadsheet. Converts to 5.000%
IN-13	The company	Charter as amended	10,000,000	2023-11-02	Authorized	Issued and reserved 9,900,000, so headroom is 100,000
TOTALS	Common 8,210,000 claimed, 150,000 of it putative	1,168,500	options outstanding	Fully diluted 9,900,000 claimed, 9,750,000 valid

Version	Filename as found	Edited	Went to	Fully diluted	Founder one	Why it is wrong
V1	captable.xlsx	2022-03-18	Nobody	9,000,000	44.444%	Correct on the day. Everything since happened after it
V2	cap table (shared with Ashgrove).xlsx	2023-05-02	An investor, in diligence	9,150,000	43.716%	Where the 150,000 unauthorized shares entered and were never questioned again
V3	Cap_Table_v6.xlsx	2024-11-19	A lead that did not close	9,900,000	40.404%	Right total by accident. Two errors offset each other exactly
V4	cap table final_v7 USE THIS.xlsx	2025-08-07	Nobody	10,000,000	40.000%	The newest version and the furthest from the paper
P1	Reconciled, counting the putative shares	—	—	9,900,000	40.404%	Defensible. One of two answers a board has not chosen between
P2	Reconciled, valid stock only	—	—	9,750,000	41.026%	The published figure, with its convention named beside it

ID	Kind	Line	Share delta	Who decides	What it changes
DR-01	Row with no authorization	Advisor common, 150,000	0	Board, with counsel	Moves no shares and decides the share count. 40.404% or 41.026%
DR-05	Row with no authorization	Plan reserve	-100,000	Board	The whole gap between 40.000% and 40.404%
DR-02	Document with no row	Exercised common	+60,000	Nobody. Data entry	Fully diluted unchanged, composition wrong
DR-03	Document with no row	Option grants	+18,500	Nobody. Data entry	Understates dilution, which is the direction counsel finds
DR-04	Number disagrees	Option grants	-90,000	Nobody. Data entry	Overstates overhang. Never netted against DR-03
DR-06	Document with no row	SAFE, $450,000	5.000%	Nobody. It is signed	Costs the founder 2.051 points on conversion
DR-07	Document defect	83(b) election	0	Holder, with a tax adviser	Filed on day 41 against a 30 day deadline
DR-08	Document defect	Equity incentive plan	0	Board, with counsel	No recorded stockholder approval of the plan or either increase
DR-09	Number disagrees	Authorized common	100,000	Board and stockholders	Headroom is 100,000 shares, not zero. Changes sequencing
9 findings	2 unauthorized rows, 3 documents with no row, 2 numbers disagreeing, 2 document defects	4 are data entry. 5 need somebody to decide something

Convention	What is in the denominator	Denominator	Founder one	vs narrowest	When it is right
FD-A	Valid common only	8,060,000	49.628%	—	A stockholder vote
FD-B	Common including the putative shares	8,210,000	48.721%	-0.907	Nothing, until the board decides one row
FD-C	Valid common plus options outstanding	9,228,500	43.344%	-6.284	Treasury method work
FD-D	Plus the whole remaining pool	9,750,000	41.026%	-8.602	The published figure. Term sheet default
FD-E	FD-D counting the putative shares	9,900,000	40.404%	-9.224	What version three said, by accident
FD-F	FD-D with the unsigned reserve increase	9,850,000	40.609%	-9.019	Never. A draft dilutes on paper and nowhere else
FD-G	FD-D with all three SAFEs converting	12,810,219	31.225%	-18.403	Before signing a term sheet
FD-H	FD-D with only the two known SAFEs	12,020,548	33.276%	-16.351	Never. Shown to price the missing one

How a Share Becomes ValidA four-minute guide to the method: two sources per row, four kinds of discrepancy, and a worked example.
Reconciliation NoteThe two-page note for investors or counsel: what was checked, what changed, what's open and who decides.
Discrepancy NotesOne note per finding: what it means, what happens next and who has to act.
Instrument Register sheetOne row per instrument, each citing the signed document and the board consent behind it.
Version Reconciliation sheetEvery old spreadsheet version, who received it, and how it differs from the documents.
Discrepancy Register sheetEach finding by kind, with the share difference, the document that settles it and who decides.
Consolidated Cap Table sheetThe cap table itself, built from the register, showing totals with and without any shares lacking approval.
Fully Diluted View sheetEight ways to count fully diluted, side by side, with the one to publish labeled.

Common questions

What should a startup cap table include?

A startup cap table should include every security the company has issued or promised, plus the option pool reserved for future grants. List common and preferred stock, granted options, warrants, SAFEs and convertible notes, each on its own row with the holder, class, number, signed document, board approval and payment. Then show outstanding and fully diluted totals, and say what fully diluted counts.

What does fully diluted mean on a cap table?

Fully diluted counts shares that could exist as well as those that do: granted options, the unissued option pool and, sometimes, SAFEs and notes as if converted. There is no single standard, so the same founder can own 50% on one basis and under 40% on another. Always state which items your figure includes.

Do SAFEs go on the cap table?

Yes. A SAFE isn't stock until it converts at a priced round, but it is a signed right to future shares. List it with its amount, valuation cap and any discount. With a post-money cap, you can already show its stake: the amount invested divided by the cap, measured before the new round's money.

What happens if shares were issued without board approval?

In Delaware they may be putative stock, and until the board acts the company can't be sure of its own share count. The board can ratify the issuance under section 204, with counsel, and the fix reaches back to the original date. The Court of Chancery can also rule under section 205. Never backdate a consent.

When should you clean up a cap table?

Clean it up before a financing, a sale or a 409A valuation, ideally a few weeks before investors' lawyers start diligence. Their review compares your cap table with the signed documents, so gaps surface either way. Finding them first leaves time for a board ratification and a clear note, instead of fixes rushed through mid-deal.

Is this cap table template free?

Yes. The three Word documents and five CSV sheets download free, with no account needed. Every file works through one made-up company, Rillmore Labs, so you can see how each is used before you replace the example with your own. Edit with AI opens the same template in a free River workspace.

What does Edit with AI do?

It opens the template in a free River workspace. River asks for your signed documents before any spreadsheet, and where you're incorporated and whether a round is coming. It builds the register as documents arrive, then reports every issuance with no board approval on file, what each one changes and who has to decide.

Sources

IRS. “Form 15620 (Rev. 4-2025).” irs.gov (opens in a new tab)
Delaware Code. “Delaware Code Title 8, Chapter 1, Subchapter 5.” delcode.delaware.gov (opens in a new tab)
National Venture Capital Association. “NVCA Model Stock Purchase Agreement (Updated Oct 2025).” nvca.org (opens in a new tab)
Delaware Code. “Delaware Code Title 8, Chapter 1, Subchapter 6.” delcode.delaware.gov (opens in a new tab)
Cornell Law School. “26 U.S. Code § 422 - Incentive stock options.” law.cornell.edu (opens in a new tab)
Y Combinator. “The SAFE — the open standard for startup fundraising.” ycombinator.com (opens in a new tab)

Written by

Chandler Supple

Co-founder & CEO, River

Chandler has spent the last six years working in AI, building tools for millions of users and Fortune 100 companies. In 2025, he co-founded River to build a new kind of operating system for AI agents.

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Reviewed by

Brian Joseff, Co-founder, River

LinkedIn X

Startup Cap Table Template

[Company], Inc., reconciled as of [date]

Two source references, and they are different questions

How to build a startup cap table

Gather the signed documents first

Give every cap table row two sources

Check every issuance against its approval

Make the option numbers add up

Add SAFEs and name your fully diluted basis

Reconcile old versions, then route what you find

How to use this template

Download it or open it in River

Gather the documents first

Build and check the register

Reconcile, then share the note

What's in the template

Instrument Register

Version Reconciliation

Discrepancy Register

Fully Diluted View

Common questions

Sources

Chandler Supple

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