Cap Table Management Best Practices: Organizing and Tracking Changes Effectively

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A startup's strategy relies heavily on the accuracy of its cap table, making automation of the process a must. Cap tables are the go-to document for startups when determining the value of future funding rounds, keeping tabs on who owns what shares, incentivizing staff, preparing for a sale, staying in compliance with tax and regulatory regulations, and more.

The dynamic nature of a corporation is an ongoing problem for maintaining accurate cap tables. Updates to the capitalization table are necessary after each fundraising round, upon the termination of an employee's employment, upon the expiration of stock options, upon the exercise of vested stock options, and the redemption, transfer, or sale of shares.

This article will discuss founders' methods to create and sustain an effective cap table management strategy.

 

Understanding Cap Table Management

A company's founders are experts in all areas of operation, from legal and administrative paperwork to managerial strategies. A founder must be familiar with two of the most critical documentation: a cap table and efficient cap table management. This reasonably simple document details the allocation of ownership interests in the company, and we must manage it efficiently.

Let's understand the basics before getting into efficient cap table management practices.

 

Basics of Cap Table

Capitalization tables (or "cap tables") keep track of important financial data for a business, such as the names and percentages of ownership held by each shareholder. When properly administered, it may also record the names and addresses of new shareholders and other equity management information about the firm. You'll need them for almost every company or startup financial report.


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Source: https://www.zionmarketresearch.com/

 

There are several important functions that the cap table provides, such as:

- Provide a complete and up-to-date record of who has owned your firm at any moment.

- Determine who owns what proportion of your firm so you may make choices by majority vote or agreement among equal owners (like co-founders).

- Help determine liquidation advantages and other conditions when investors exchange shares for cash.

 

Is a Cap Table Necessary?

Most firms face this dilemma. A startup's cap table is one of the company's key documents. Privately held businesses often use capitalization tables to provide vital market value information to potential investors.

A private startup would benefit from effective cap table management. The table provides valuable data on the current market capitalization of the firm. Furthermore, most businesses use cab tables to facilitate the evaluation of investments and shareholders.

 

Here is an example for cap table;

Shareholder

Class of Shares

Number of Shares

Ownership Percentage

 

Founders

Common Stock

1,00,000

50%

 

Angel Investor

Common Stock

50,000

25%

 

VC Investor

Preferred Stock

25,000

12.50%

 

Employee Stock Option Plan (ESOP)

Options

10,000

5%

 

Total

All

1,85,000

100%

 

 

 

 

 

 

Shareholder

Class of Shares

Number of Shares

Ownership Percentage

 

Founders

Common Stock

100000

0.3

 

Angel Investor

Preferred Stock A

50000

0.15

 

VC Investor

Preferred Stock B

25000

0.1

 

Employee Stock Option Plan (ESOP)

Options

10000

0.03

 

Convertible Note

Convertible Note

$1 million

20% (upon conversion)

 

Total

All

185000

0.8

 

 

 

 

 

 

Shareholder

Common Shares

Preferred Shares

Options

Total Shares

Founder 1

1000000

 

200000

1200000

Founder 2

800000

 

100000

900000

Investor A

 

500000

 

500000

Investor B

 

1000000

 

1000000

Employee Stock

 

 

300000

300000

 

Companies that reserve sufficient amounts of equity are often more appealing to investors. Thus, in the long run, every company that wants to attract investors should consider making these essential capitalization tables.

 

The Components of a Cap Table

Privately held companies traditionally used cap table management to offer forecasted information about their shareholders and market value. More complex capitalization tables may include information on mergers, acquisitions, public offerings, and other potential scenarios.  In a typical cap table, you'll find:

1. Total Value Of company

2. Companies pre money valuation

3. Details of investment round

4. Shareholders details

5. ESOP details

 

- The total value of the company, which includes the full value of its stock and the price per share

- It also incorporates the company's pre-money valuation or its value before the funding round

- It details how much money each investment round raised

- It must include post-money value or the company's valuation after a capital-raising

- It will include a list of the company's shareholders and details on the kind of stock each investor holds and the number of shares they own. In addition, it must include information on the company's shareholders.

- Cap tables may also contain information about ESOPs, such as the total number of options available to employees.

 

Cap Table Management Best Practices

Maintaining a cap table is highly recommended for startups to ensure accurate financial record-keeping and reporting. Cap table software is helpful for new businesses since it syncs all of the data in one convenient place.

Many businesses use law firms and pay hefty fees for cap table management. However, this is unnecessary when the founders use competent cap table software.

Here are some guidelines to follow while you retain and improve your startup's cap table management system.

 

Keep the cap table simple.

The capitalization table has to be understandable, up-to-date, and well-managed. A startup may manage its cap table efficiently with the correct data and procedures if it has enough resources, care, communication, and ownership. The equity management in a cap table should be self-explanatory, with supporting documentation and comments when necessary.

 

Know the fundamentals and formats.

The structure and contents of a cap table may take numerous shapes. It might be in the form of a chart, table, or spreadsheet. Furthermore, a startup's cap table might look quite different at various stages of development. The capitalization table may be basic initially, but it will get increasingly complex as the company grows.

The cap table must clearly show the company's funding status at a glance.  Furthermore, it must always be accurate and complete, including ownership information for each existing stock series and equity class.

 

Acknowledge the executive alignment value.

A good cap table management solves business issues. The cap table's primary function in a startup is facilitating company executives' decision-making. Administration and legal counsel rely heavily on the cap table. However, this becomes problematic if management does not see value in the cap table.

Take the hiring practice, for instance - Compensation plans geared toward retaining and attracting top employees often include equity as a key component. With an exact cap table, a firm can decide how many shares to give a recruit. This understanding holds up the whole hiring procedure. Thus, a cap table may help businesses clarify vital issues and address several challenges.

 

Communicate with investors

The cap table is a summary document that many entrepreneurs provide to investors. It simplifies investors' grasp of their ownership standing for internal monitoring and accounting purposes. Investors could request a comprehensive list of every single company's shareholders. A startup does not have to construct a separate spreadsheet to give the investor a comprehensive cap table.

 

Share Data with staff

The level of transparency between a company's founder and staff is another critical issue. Some entrepreneurs are more secretive than others when sharing the cap table with their investors. Therefore, a company should evaluate the information it wants its staff to have and then share it appropriately.

 

Consistently review the cap table.

Startups must review their equity management and revise their cap table when changing, such as raising capital or hiring new employees.

Each startup should perform a minimum of weekly checks of the cap table. A founder needs to know what percentage of the business each individual owns. As a result, you'll have an easier time preserving control and ownership.

 

How Does a Cap Table Software Help Organize and Track Changes?

Managing your cap table manually in a spreadsheet takes time and raises the chance of human mistakes. Therefore, software is the best option for both experienced and first-time founders.

Real-time equity management software is the most helpful tool for assessing service providers. As you acquire new investors, distribute stock to existing ones, do 409a valuations, and experience liquidity events, your cap table will automatically get updated to reflect these changes. Reasons why you should consider cap table management software include:

- It enables on-platform generation, customization, and digital signature of compliant legal agreements.

- According to the local taxing agencies and independent regulatory agencies, the program adjusts your startup's cap table in real-time when you sign an equity transaction, such as a stock option contract or convertible note.

- The program will safely keep your signed contract in a secure room with your other critical legal papers and agreements, protecting sensitive information from unauthorized access.

- Your legal team may use a cap table to portray your company's history and assets in a way that is both compliant with local regulations and easy to understand in the case of an audit.

- You can eliminate the risk of hackers accessing and retrieving important information by sharing firm contracts and financial documents online with possible inves

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