Cap table lists company ownership: Founders, employees (ESOP), investors—showing equity percentages and valuations. Critical for fundraising, exits, and understanding dilution. Managed via tools like Carta, Eqvista.
Cap table tracks "who owns what" in your startup. Simple early-stage example: Founder A: 40%, Founder B: 40%, ESOP pool: 20%. After Seed round (₹5cr for 20%): Founder A: 32% (40% × 80%), Founder B: 32%, ESOP: 16%, Seed investors: 20%. Key concepts: Pre-money valuation (company value before investment), Post-money valuation (pre-money + investment amount), Dilution (ownership % reduction when new shares issued). Example: ₹20cr pre-money, ₹5cr raise = ₹25cr post-money. Investor gets 20% (₹5/₹25). Founders diluted from 100% to 80%. Cap table evolution: Pre-seed: Founders 85%, ESOP 15%. Seed: Founders 55%, ESOP 15%, Seed investors 20%, Angels 10%. Series A: Founders 40%, ESOP 10%, Seed 15%, Angels 8%, Series A 27%. Series B: Founders 25%, ESOP 8%, Seed 10%, Angels 5%, Series A 18%, Series B 34%. By Series B, founders own ~25% each (from 50%). If $1B exit, still make $250M each—massive win. Common cap table mistakes: Too much dilution too early (giving away 40% in first round), Not reserving ESOP pool (can't attract talent), Complex structures early on (convertible notes, SAFE—keep it simple), Not using professional cap table software (Excel errors costly). Use Carta (gold standard, $2K/year), Eqvista (cheaper), Pulley (startup-friendly). Clean cap table = easier fundraising (VCs hate messy structures).
Post-Money Valuation = Pre-Money + Investment. Investor Ownership % = Investment ÷ Post-Money. Dilution = 1 - (New Ownership ÷ Old Ownership)Started: 50% ownership each. After Seed (20% dilution): 40% each. After Series A (25%): 30% each. After Series B (30%): 21% each. Exit at $500M → $105M each—life-changing despite dilution.
Kevin Systrom owned ~40% at Facebook acquisition ($1B). Made $400M. Took dilution from Seed, Series A, Series B but still massive outcome.
Founders gave 30% to first investor, 25% to second. Owned only 22% each by Series A. VCs passed (too diluted, no incentive to keep grinding). Company stalled.
Cap table determines how much you make in exit. 10% of ₹1,000 crore exit = ₹100 crore. 30% = ₹300 crore. Matters enormously. Clean cap table enables fundraising—VCs won't touch messy structures (weird liquidation preferences, too many small investors, founder vesting issues). Proper ESOP pool critical for hiring—can't attract great employees without meaningful equity.
Target: Founders keep 55-70% combined after Seed round. Dilute 20-30% to investors, 15-20% to ESOP pool. By Series B, founders typically own 40-50% combined.
Pre-Seed/Seed: 15-20%. Series A+: 10-15% (top up as needed). Total ESOP by exit: 15-20% fully diluted. First 10 employees: 0.5-2% each. Later employees: 0.1-0.5%.
Consolidate small investors (ask to buy them out or accept lower ownership %), Simplify securities (convert SAFEs/convertible notes to equity), Update with lawyer (fix missing agreements, outdated terms), Use professional software (migrate from Excel).
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