About This Template
A cap table — short for capitalisation table — is the definitive record of who owns what in your company. It lists every shareholder, the class and number of shares they hold, the price paid, and the resulting percentage ownership on both an issued and fully diluted basis. For any growth-stage company that has issued equity to founders, employees, or investors, maintaining an accurate cap table is not optional: it is the foundation on which every fundraising round, board decision, and exit calculation is built.
This template provides a structured, formula-driven cap table for UK-incorporated companies at seed to Series A stage. It covers both ordinary and preference shares across multiple classes, an EMI and unapproved option schedule, and a round modeller that calculates dilution automatically when you input pre-money valuation and new money raised. It is designed for companies that are too early for Carta or Capdesk but need something more rigorous than a shared spreadsheet with no structure.
The template uses standard UK equity terminology — ordinary A and B shares, preference A shares, ESOP — and includes convertible note rows that feed into the round modeller. All ownership percentages update automatically as you add or amend shareholders. The option schedule tracks vesting cliffs, vest periods, and EMI status in a single consolidated view.
What's Included
- Instructions tab — Overview of the template, guidance on each sheet, and key definitions
- Current Cap Table tab — Full shareholder register with share class, shares held, issued %, fully diluted %, investment amount, and summary totals
- Option Schedule tab — Employee option grants with grant date, vesting schedule, cliff, exercise price, EMI status, and unvested/vested split
- Round Modeller tab — Model a new funding round: input pre-money valuation, new money raised, and option pool refresh to see post-round ownership table for every shareholder
How to Use This Template
- Start with the Instructions tab. Read the sheet guide and definitions before entering any data. Understanding the distinction between issued shares and fully diluted shares on first use will save significant re-work later.
- Set up your share classes. In the Current Cap Table tab, the template uses Ordinary A, Ordinary B, Preference A, ESOP, and Convertible as default classes. Amend the class names in column C to match your company's actual share classes as set out in your articles of association.
- Enter your founders first. Add each founder's name, shareholder type (Founder), share class (typically Ordinary A), and total shares held. The % Ownership and Fully Diluted % columns are formula-driven and will calculate automatically based on the total issued shares in the summary row.
- Add your investor rows. For each investor, enter name, type (Investor), share class (typically Preference A for institutional investors), shares held, and investment amount in £. If an investor holds multiple share classes from multiple rounds, create a separate row for each holding.
- Add the ESOP pool row. Enter the total option pool (granted plus ungranted) in the Shares Held column for the ESOP row. The summary section will show total ESOP pool, options issued (from the Option Schedule tab), and ungranted options.
- Add convertible note holders. For any outstanding convertible notes or SAFEs, enter the holder name, type (Convertible), and the notional share equivalent based on the cap or conversion formula. Update this row after each round when convertibles convert.
- Populate the Option Schedule tab. For each employee with options, enter their name, grant date, vesting start date, cliff in months (typically 12), vest period in months (typically 48), total options granted, and exercise price. The vested and unvested columns calculate automatically based on today's date. Set the EMI column to Y for EMI-qualifying grants and N for unapproved options.
- Use the Round Modeller for scenario planning. Input the pre-money valuation you expect to achieve, the new money being raised, and the option pool refresh percentage (the new pool as a percentage of post-money fully diluted shares). The modeller calculates new shares issued, price per share, and post-round ownership for every existing shareholder and the new investor.
- Run multiple scenarios in the Round Modeller. Copy the input section and create separate scenario blocks for bull, base, and bear case valuations. This gives you a side-by-side view of founder dilution across different outcomes.
- Update after each event. The cap table should be updated after every share issuance, option grant, option exercise, transfer, or buyback. Treat it as a live document, not a year-end exercise.
Frequently Asked Questions
What is the difference between issued shares and fully diluted shares?
Issued shares (sometimes called outstanding shares) are shares that have actually been issued to shareholders and are currently outstanding. Fully diluted shares include issued shares plus all options, warrants, convertible notes, and other instruments that could convert into shares. Ownership percentages calculated on a fully diluted basis are the most relevant for fundraising and exit modelling because they reflect what each party would own if every convertible instrument were exercised. Investors typically quote and negotiate valuations and ownership on a fully diluted basis.
When should I move from a spreadsheet cap table to Carta or Capdesk?
The trigger points that typically justify moving to a dedicated equity management platform are: completing a priced Series A round; having more than 20–25 shareholders and option holders; issuing shares in multiple jurisdictions; or approaching an exit process where data room quality matters. Before Series A, a well-maintained spreadsheet cap table managed by your lawyer and CFO is usually sufficient. After Series A, the additional complexity of managing multiple share classes, preference stacks, and investor information rights makes a dedicated platform worth the cost.
How does the ESOP pool affect dilution in a new round?
Investors will typically require that the option pool is refreshed to a target percentage (usually 10–15% of post-money fully diluted shares) as a condition of investment. Crucially, the standard negotiating position is that the new pool is created pre-money — meaning it dilutes the existing shareholders, not the new investor. The Round Modeller in this template calculates the pool refresh correctly on a pre-money basis. A 15% post-money pool requirement with a £10m pre-money valuation effectively lowers the implied pre-money valuation by the cost of creating that pool.
What is a liquidation preference and how do I model it?
A liquidation preference gives preference shareholders the right to receive a multiple of their investment back before ordinary shareholders receive anything in an exit. A 1× non-participating preference means the investor gets back 1× their investment first, then converts to ordinary shares alongside everyone else. A 2× participating preference means the investor gets 2× their investment back and then also participates pro-rata in the remaining proceeds. This template focuses on ownership percentages; for full liquidation waterfall modelling (which is essential before any exit), you should use the dedicated exit waterfall model or engage a CFO or solicitor.
How should I handle convertible notes in the cap table?
Until a convertible note converts, it does not appear as equity on the cap table. However, for fully diluted percentage calculations it should be included on an as-converted basis using the conversion formula (typically the lower of the cap-implied price or the discount to the next round price). Enter convertible note holders in the Convertible rows of the Current Cap Table tab using the as-converted share equivalent. When the note converts at the next priced round, replace the Convertible row with an equity row at the actual price and share count.
Who should have access to the cap table?
The full cap table — including all shareholders, share classes, prices paid, and option details — is typically shared with: the board, the company's lawyers, the auditors, and any incoming investor conducting due diligence. It is not routinely shared with all employees, though employees with options should see their own option grant details. In a Series A due diligence process, investors will request the full cap table and option schedule as a standard document. Maintaining a clean, accurate cap table that can be shared without embarrassment is one of the markers of a well-run finance function.
