Cap Table Calculator

About the Cap Table Calculator

The Cap Table Calculator helps founders build a simplified capitalization table that tracks share ownership across all stakeholders. A cap table is the definitive record of who owns what percentage of the company, and maintaining an accurate one is essential from day one of your startup journey.

This calculator lets you model a typical early-stage cap table with founders, up to two investors, and an option pool. For each stakeholder, you can see their share count, ownership percentage, and equity value based on the current valuation. The visual ownership breakdown makes it easy to understand the distribution at a glance.

While professional cap table management tools like Carta or Pulley are recommended for legal compliance and complex scenarios, this calculator provides a quick way to model different ownership structures during initial planning, co-founder negotiations, and fundraising preparation. It's especially useful for exploring "what if" scenarios before committing to formal term sheets.

When This Page Helps

An accurate cap table is the foundation of every equity-related decision. Before negotiating with investors, splitting equity with co-founders, or creating an employee option pool, you need to understand the current ownership structure and how proposed changes will affect everyone. It gives you a clear view of ownership changes, helps you prepare for investor discussions with solid numbers, and keeps co-founder splits transparent before legal documents are drafted.

How to Use the Inputs

1. Enter the number of shares held by each founder (Founder 1, Founder 2).
2. Enter shares allocated to Investor 1 and optionally Investor 2.
3. Enter the number of shares reserved for the employee option pool.
4. Enter the current company valuation to see each stakeholder's equity value.
5. Review the ownership table and visual pie chart breakdown.
6. Adjust share counts to model different equity split scenarios.

Example Calculation

Tips & Best Practices

• Start tracking your cap table from day one — it gets exponentially harder to reconstruct later.
• Always model the option pool as a separate line item to see its dilutive impact clearly.
• Ensure co-founder equity splits reflect expected contribution, not just a 50/50 default.
• Include vesting schedules in your real cap table — unvested shares have different legal treatment.
• Migrate to a professional cap table tool (Carta, Pulley, Ledgy) before your first priced round.
• Include convertible notes and SAFEs in your cap table models — they represent future dilution.
• Review cap table implications before every board meeting and fundraising conversation.

Cap Table Fundamentals

The cap table is the single source of truth for ownership in your company. It records every share ever authorized, issued, and transferred. Getting it wrong can lead to legal disputes, botched fundraises, and tax complications. Treat your cap table with the same care as your bank account.

Common Cap Table Structures

At founding, a typical cap table has 10,000,000 authorized shares split between co-founders. After a seed round, it might look like: Founder 1 (40%), Founder 2 (25%), Seed Investor (20%), Option Pool (15%). After Series A, further dilution brings founder percentages down but ideally at a much higher per-share valuation.

Cap Table Red Flags

Investors look for cap table red flags during due diligence: dead equity (large allocations to departed founders without vesting), too many small shareholders, overly complex structures with multiple share classes, and outstanding convertible instruments with conflicting terms. Clean up your cap table before fundraising.

Managing Your Cap Table Long-Term

As your company grows, cap table management becomes complex. Exercise windows, secondary sales, employee departures, and new rounds all create transactions. Professional cap table software automates compliance, 409A tracking, and scenario modeling. Invest in proper tooling once you have more than 5–10 equity holders.

Frequently Asked Questions

• What is a cap table?

  A capitalization table (cap table) is a detailed record of all shareholders in a company, showing the type and number of shares each holds, the percentage of ownership, and the value of those shares. It's a legal document that gets updated with every equity transaction — new investments, option grants, transfers, or conversions.

• When should I create a cap table?

  Create a cap table the moment you incorporate your company and issue founder shares. Even before any investors, you need to document the founder equity split. As you add advisors, employees, and investors, the cap table grows. Starting early prevents disputes and reconstruction headaches later.

• How should co-founders split equity?

  There's no universal formula, but factors include: who had the original idea, who's working full-time vs. part-time, relevant experience and skills, capital contributed, and role/responsibilities going forward. Equal splits are common but not always appropriate. Use a co-founder equity calculator and have an honest conversation.

• What should the option pool size be?

  Most VCs expect a 10–20% option pool. The right size depends on your hiring plan for the next 18–24 months. A 10% pool might work for a small team that's mostly built, while a 20% pool is appropriate if you need to hire senior executives. Don't create a larger pool than needed — it's dilutive.

• How do SAFEs and convertible notes appear on a cap table?

  SAFEs and convertible notes are potential future equity. They're typically shown in a separate section of the cap table labeled "convertible securities" or shown on a fully-diluted basis (assuming they convert). They dilute existing shareholders when they convert into equity at a priced round.

• What is a fully-diluted cap table?

  A fully-diluted cap table includes all shares that could potentially exist: issued common stock, preferred stock, all vested and unvested options, unallocated option pool shares, and shares from converting all SAFEs and notes. This gives the most conservative (highest total shares) view of ownership.