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Select the round you are adding shareholders to
| Shareholder | Type | Round | Shares | Invested | |
|---|---|---|---|---|---|
| Founder 1 | Founder | Founding | 5,000,000 | — | |
| Founder 2 | Founder | Founding | 4,000,000 | — | |
| Option Pool | Option Pool | Founding | 1,000,000 | — |
A capitalization table (cap table) is a spreadsheet or document that shows the ownership structure of a company — who owns what percentage of shares. It lists all shareholders (founders, investors, employees with options), the number of shares they hold, and their percentage ownership. It is essential for any startup raising outside capital.
You should create a cap table at founding, before issuing any shares. This includes the initial split between co-founders, any shares granted for services, and the initial option pool. Every equity-related decision — hiring, advising, fundraising — needs to be reflected in the cap table in real time.
A liquidation preference determines the order in which investors get paid out in an exit (sale or IPO). A 1x non-participating liquidation preference means investors get their money back first, then common shareholders split the rest. A participating liquidation preference is more investor-friendly — they get their money back AND participate in the remaining proceeds.
Option pools dilute existing shareholders. The timing matters critically: if the option pool is created from pre-money shares (as most term sheets require), only founders and pre-existing investors bear the dilution — new investors are protected. This is called the "option pool shuffle" and can add 10-20% to effective founder dilution.
The fully diluted share count includes all existing shares plus all shares that could potentially exist — granted options (even if unvested), warrants, convertible notes, and SAFEs. Investors calculate their ownership percentage on a fully diluted basis, so it is the most important number to track.