What is a cap table?
A cap table (capitalisation table) is a record of who owns what in a company: every shareholder, their shares or options, and the percentage of the business each holds.
A cap table lists a company's ownership. In its simplest form it names each shareholder and the number and class of shares they hold; a fuller one also tracks options, warrants, convertible loans and SAFEs, and shows how ownership shifts as new money comes in. It answers the questions any investor asks first: who owns this business, and what will I own after I invest?
Cap tables get complicated quickly. Each funding round issues new shares, dilutes existing holders, and can add preferences that change who gets paid what in a sale. Modelling a new round means projecting the cap table forward - the 'pre-money' and 'post-money' picture - which is why a clean, current cap table is one of the first things a serious investor asks to see.
Because it names individuals and their stakes, a cap table is sensitive. It belongs in a controlled space during a fundraise or sale, shared with the specific people who need it and no wider.
In 99 Data Rooms
How it works here.
In 99 Data Rooms the cap table sits in your data room alongside the rest of the due diligence pack. Share it as a tracked link gated by verified email or passcode, see exactly which investors opened it and how long they spent, and revoke access the moment a conversation ends - with the file held UK-hosted and encrypted at rest.
Common questions
Cap table, in short.
What is the difference between a cap table and a shareholder register?
A shareholder register is the formal legal record of members required by company law; a cap table is the working ownership model founders and investors use, which also tracks options, convertibles and the effect of future rounds. They should reconcile, but the cap table is broader and forward-looking.
Why do investors want to see the cap table?
It tells them who already owns the business, how much is committed to options and convertibles, and what their own stake would be after investing. A messy or out-of-date cap table is a common due diligence red flag.
Related terms
What is due diligence?
Due diligence is the structured investigation a buyer, investor or lender runs before a deal, checking a company's finances, contracts, legal standing and risks against what has been claimed.
DefinitionWhat is a term sheet?
A term sheet is a short document setting out the main commercial terms of a proposed investment or deal - valuation, amount, rights and key conditions - before the full legal contracts are drafted.
DefinitionWhat is a virtual data room?
A virtual data room (VDR) is a secure online space for sharing sensitive business documents with outside parties, where every viewer is controlled and every view is tracked.
Try it on a real document. Turn a PDF into a tracked, revocable link in a couple of minutes. Three rooms stay free for as long as you want them, no card required.