Build a simplified capitalization table showing share distribution, ownership percentages, and equity value for founders, investors, and option pool.
The Cap Table Calculator helps founders build a simplified capitalization table that tracks share ownership across all stakeholders. A cap table is the definitive record of who owns what percentage of the company, and maintaining an accurate one is essential from day one of your startup journey.
This tool lets you model a typical early-stage cap table with founders, up to two investors, and an option pool. For each stakeholder, you can see their share count, ownership percentage, and equity value based on the current valuation. The visual ownership breakdown makes it easy to understand the distribution at a glance.
While professional cap table management tools like Carta or Pulley are recommended for legal compliance and complex scenarios, this calculator provides a quick way to model different ownership structures during initial planning, co-founder negotiations, and fundraising preparation. It's especially useful for exploring "what if" scenarios before committing to formal term sheets.
An accurate cap table is the foundation of every equity-related decision. Before negotiating with investors, splitting equity with co-founders, or creating an employee option pool, you need to understand the current ownership structure and how proposed changes will affect everyone. This calculator provides instant visualization of ownership changes, helps you prepare for investor discussions with clear numbers, and ensures co-founder splits are modeled transparently before legal documents are drafted.
Total Shares = Sum of all stakeholder shares + Option Pool shares Ownership % = Stakeholder Shares ÷ Total Shares × 100 Equity Value = Ownership % × Company Valuation Price Per Share = Company Valuation ÷ Total Shares
Result: Founder 1: 45.45%, Founder 2: 27.27%, Investor: 18.18%, Pool: 9.09%
Total shares are 11,000,000. Founder 1 holds 5M shares (45.45%), Founder 2 holds 3M (27.27%), the investor holds 2M (18.18%), and 1M shares are reserved for the option pool (9.09%). At a $10M valuation, Founder 1's stake is worth $4.55M, Founder 2's is $2.73M, and the investor's is $1.82M.
The cap table is the single source of truth for ownership in your company. It records every share ever authorized, issued, and transferred. Getting it wrong can lead to legal disputes, botched fundraises, and tax complications. Treat your cap table with the same care as your bank account.
At founding, a typical cap table has 10,000,000 authorized shares split between co-founders. After a seed round, it might look like: Founder 1 (40%), Founder 2 (25%), Seed Investor (20%), Option Pool (15%). After Series A, further dilution brings founder percentages down but ideally at a much higher per-share valuation.
Investors look for cap table red flags during due diligence: dead equity (large allocations to departed founders without vesting), too many small shareholders, overly complex structures with multiple share classes, and outstanding convertible instruments with conflicting terms. Clean up your cap table before fundraising.
As your company grows, cap table management becomes complex. Exercise windows, secondary sales, employee departures, and new rounds all create transactions. Professional cap table software automates compliance, 409A tracking, and scenario modeling. Invest in proper tooling once you have more than 5–10 equity holders.
A capitalization table (cap table) is a detailed record of all shareholders in a company, showing the type and number of shares each holds, the percentage of ownership, and the value of those shares. It's a legal document that gets updated with every equity transaction — new investments, option grants, transfers, or conversions.
Create a cap table the moment you incorporate your company and issue founder shares. Even before any investors, you need to document the founder equity split. As you add advisors, employees, and investors, the cap table grows. Starting early prevents disputes and reconstruction headaches later.
There's no universal formula, but factors include: who had the original idea, who's working full-time vs. part-time, relevant experience and skills, capital contributed, and role/responsibilities going forward. Equal splits are common but not always appropriate. Use a co-founder equity calculator and have an honest conversation.
Most VCs expect a 10–20% option pool. The right size depends on your hiring plan for the next 18–24 months. A 10% pool might work for a small team that's mostly built, while a 20% pool is appropriate if you need to hire senior executives. Don't create a larger pool than needed — it's dilutive.
SAFEs and convertible notes are potential future equity. They're typically shown in a separate section of the cap table labeled "convertible securities" or shown on a fully-diluted basis (assuming they convert). They dilute existing shareholders when they convert into equity at a priced round.
A fully-diluted cap table includes all shares that could potentially exist: issued common stock, preferred stock, all vested and unvested options, unallocated option pool shares, and shares from converting all SAFEs and notes. This gives the most conservative (highest total shares) view of ownership.