What is a “capitalization table”?
The capitalization table (cap table) is the detailed record of all securities a company has issued and who owns them — common stock, preferred stock, options, warrants, convertible notes, SAFEs. It captures share counts, ownership percentages, vesting status, exercise prices and the rights attached to each class. The cap table is the operational source of truth for ownership and the foundation of every fundraising, M&A, and equity compensation decision.
Cap table components
- Common stock: founder shares, employee stock, advisor shares.
- Preferred stock: by series — Series Seed, Series A, Series B, etc. — with their preferences and protections.
- Options: granted, vested, exercised; tied to the option pool.
- Warrants: rights to purchase shares, typically issued in financings or to lenders.
- Convertibles: SAFEs and notes that will convert to preferred stock at the next priced round.
- Authorised vs. issued: authorised is the maximum allowed under the charter; issued is what has actually been distributed.
Pre-money vs. post-money cap table
- Pre-money: ownership before a new financing round.
- Post-money: ownership after the new round closes, including the new investors’ shares and option pool refresh.
- The difference between pre-money and post-money cap tables is the dilution effect of the round — critical to understand before signing.
Why founders should obsess over it
Cap table errors are expensive and hard to fix. Mistakes include: incorrect option grants, missed 83(b) elections, undocumented founder vesting, lost SAFE records, ambiguous warrant terms. In due diligence, expect every line of the cap table to be verified against source documents.
Türk startup’larında cap table
Türk OpCo’lar için cap table TTK uyarınca pay defteriyle (Madde 499) hizalanmalıdır. Cyprus/Delaware HoldCo yapısında cap table HoldCo seviyesinde tutulur ve OpCo’nun tek pay sahibi HoldCo’dur. Türk SOP planları phantom stock veya SAR yoluyla yansıtılır; bu cap table’da ayrı bir sütun olarak modellenmelidir. Carta veya Pulley gibi modern cap table araçları Türk startup’larında giderek yaygınlaşıyor.
Do: maintain the cap table in dedicated software (Carta, Pulley, AngelList Stack); reconcile it monthly; back up before every transaction.
Don’t: keep the cap table only in spreadsheets — errors are inevitable and accumulate; investors interpret messy cap tables as a governance signal.