Legal
Cap Table
Also known as: Capitalization table, ownership table, equity register
The record of who owns what percentage of the company. Buyers need it clean and current. Gaps or disputes in the cap table can delay or kill a deal.
WHY IT MATTERS
The cap table is the definitive record of who owns what percentage of the company — every share, every class, every option, every convertible note. Buyers need it clean, current, and undisputed, because the cap table determines who has to sign the purchase agreement, who gets paid at closing, and whether anyone has a veto right or drag-along obligation that could block the deal. Cap table problems are more common than founders expect. Shares issued informally years ago without proper documentation. An ex-partner who still holds 5% and hasn’t spoken to the founder in a decade. Options granted to early employees that were never properly recorded. Each gap is a risk that can delay closing or kill the deal entirely if a disgruntled minority holder refuses to sign. Cleaning the cap table means confirming every issuance, resolving any disputes, ensuring all equity holders are reachable and willing to participate in the transaction, and having corporate counsel certify that the table is accurate. Do this well before diligence starts.