Cap Table and Share Register

A set of linked tables to record who owns the company and how that changes with each funding round: a summary cap table on an issued and fully diluted basis, a round history, the option pool, convertible instruments, and the statutory register of members, allotments and transfers that the Companies Act 2006 requires every company to keep.

• From incorporation onwards, updated after every share issue, transfer or option grant
• When preparing a term sheet or modelling the dilution from a new round
• As part of the data room for investor due diligence

• Start with the register of members – it is the legal record of shareholdings
• Rebuild the summary cap table from it after every change
• Use the worked example in Part B to check your method, then delete it
• For complex rounds, keep the live cap table in a spreadsheet and use this document as the formal record