Free Cap Table Template

A cap table is the definitive record of who owns what in your company. Every share, option, warrant, and convertible note must be tracked accurately from the moment you incorporate. This free cap table template provides a clean structure to record ownership, model dilution, and prepare for investor due diligence. Mistakes in your cap table can delay or kill fundraising deals, so getting it right early saves enormous headaches later.

Start with the Founder Shares section by recording the initial share allocation among co-founders. Include the total authorized shares, the number issued to each founder, and any vesting terms attached. Most startups use a four-year vesting schedule with a one-year cliff. If you are still deciding how to split equity, our guide on co-founder equity and salary splits walks through the frameworks investors expect to see.

The Option Pool section tracks shares reserved for employee compensation. Investors typically require a 10-15% option pool before investing, and this dilution comes from existing shareholders. Record each grant with the employee name, grant date, number of options, strike price, and vesting schedule. Keeping this section current prevents over-promising equity and ensures you always know how many options remain available for future hires.

Use the Investor Rounds tab to document every funding event. For each round, record the pre-money valuation, investment amount, post-money valuation, shares issued, and price per share. Include convertible notes and SAFEs with their conversion terms. This history becomes critical during later rounds when new investors need to verify the entire ownership chain. Run scenarios through the equity dilution calculator to model how future rounds affect your stake.

The Dilution Waterfall provides a visual summary of how ownership percentages change after each financing event. This is the section investors look at first during due diligence because it instantly shows whether the cap table is clean and whether founders retain enough ownership to stay motivated. Our detailed startup equity dilution guide explains how to read waterfall charts and what red flags investors watch for.

Vesting Schedules track the individual progress of every shareholder with time-based or milestone-based vesting. This section should show the grant date, cliff date, total vesting period, shares vested to date, and shares remaining. Accurate vesting records matter for 409A valuations, tax reporting, and termination scenarios. Update this section whenever an employee leaves or an acceleration event occurs.

Option pool sizing is one of the most consequential decisions on your cap table because it directly affects founder dilution. Investors typically require a 15-20% unallocated option pool at the time of funding, and this pool is created from pre-money shares, meaning existing shareholders absorb the dilution before the investor's money comes in. If you set the pool too large, you give away equity unnecessarily; too small, and you will need to expand it at the next round under worse terms. Model different pool sizes with the equity dilution calculator to find the right balance between attracting talent and preserving founder ownership.

Update your cap table after every equity event: new hires receiving options, funding rounds closing, or convertible instruments converting. A stale cap table creates legal risk and investor distrust. Set a monthly reminder to reconcile this template against your legal documents. When your cap table grows complex enough to outgrow a spreadsheet, tools like culta.ai can automate the tracking and scenario modeling for you.