Direct answer
A fundraising cap table is dependable only when every issued share, holder, class, transfer, cancellation, option, warrant, convertible, vesting term, and approval traces to the company's authoritative records. Reconcile the current position first, then show the proposed round and option-pool assumptions as a separate scenario. The linked calculator illustrates one simple priced round; it does not replace the cap table or legal records.
Preparation sequence
- Freeze a dated current-state snapshot and identify the authoritative register for the company's jurisdiction.
- Reconcile holders, classes, issued and paid amounts, transfers, cancellations, certificates, and approvals.
- Add every granted and unallocated option, warrant, convertible, SAFE, vesting condition, and other potential security.
- Model the proposed investment, price, share count, option-pool treatment, conversion, rounding, and ownership changes as explicit assumptions.
- Prepare the approvals, signatures, filings, register updates, certificates, cap-table update, and post-closing evidence.
Decisions to record
Does each cap-table line trace to a legal record?
Connect the holder, class, amount, date, consideration, approval, certificate or register entry and any transfer or cancellation rather than treating a spreadsheet as self-proving.
Are potential securities visible?
List granted and unallocated options, warrants, convertibles, SAFEs, vesting, exercise, conversion, expiry and cancellation terms separately from issued shares.
Are current state and financing scenario separated?
Freeze the reconciled current position, then label valuation, investment, price, option-pool, conversion, rounding and closing assumptions in a new scenario.
What makes the financing authoritative after closing?
Assign approvals, signatures, filings, payment evidence, register updates, certificates, cap-table changes and discrepancy review to named owners.
Evidence to organize
- Register of members, share-capital record, certificates, transfers, and cancellations
- Constitution, board and shareholder approvals, pre-emption waivers, and investor consents
- Option plan, grant register, award documents, warrants, convertibles, SAFEs, and side letters
- Dated current cap table with a source link for every line
- Proposed term sheet, financing model, closing checklist, filings, and post-closing update evidence
Example decision record
The spreadsheet shows 1,000,000 issued shares, but the register totals 980,000 and an option grant list adds 60,000 units. Keep the three records visible, trace the 20,000-share mismatch, confirm whether the options are granted or merely reserved, and do not run the financing scenario on an invented reconciled total.
Use the result responsibly
This guide does not select a legal mechanism, determine compliance, validate a contract, calculate a legal deadline, or predict an outcome. Laws, procedures, facts, and provider terms change. Check the official sources and obtain qualified advice where the business decision requires it.
Official reference points
Reviewed 2026-09-02. These sources are starting points, not a complete statement of applicable law.