How to Build a Capitalization Table

How to Build a Capitalization Table

A capitalization table, or cap table, is essential for tracking ownership, equity dilution, and the value of securities within a company.

  • It details who owns what type of securities, such as stock, options, or warrants, and at what price.
  • It helps determine how many shares are outstanding, authorized, and reserved for future use.
  • Creating a cap table early ensures transparency and assists in managing securities during funding rounds or ownership changes.
  • Analyzing dilution, share availability, and investor ownership becomes quicker with a well-maintained cap table.

Continuing, this article covers the fundamentals of building a clear and effective cap table to support your business decisions.

Create a Cap Table – Capitalization Table Example

There are several formats that one can use to apply when building a cap table. Some would prefer a simple cap table which summarizes the data such as grouping all holders into simplified lists, while others utilize a much more complex cap table which provides a granular detail on the holdings of each type of shareholder and shares. There isn’t a wrong or right format for a cap table as it only depends on one’s needs.

Cap tables are usually created before the start of a venture or the startup of operations. This is why every cap table starts off with an easy format which then turns more complex after a few rounds of financing as well as listing the potential sources of funding, initial public offerings, Mergers and Acquisitions (M&A), and other transactions that affects the capitalization of the company or organization. What makes it even more complex is it will also include many legal documents such as issuance of shares, transferring, cancellation of shares, conversion of debt to equity, and other related documents.

To help the task of creating a cap table easier, building the table in a spreadsheet is preferable. It allows the cap table to be designed in a simple and organized layout which clearly presents the data needed to be documented. Though the task itself sound simple enough, it would still take quite some time to build a cap table. Also, with today’s technology and internet connection availability, one can simply download a cap table template Excel to use as a capitalization table example for reference as well as a starting base.

Depending on what you kind of cap table you want to build, the following should be listed in the table:

  1. Names of
    Shareholders
    – these are the names of every shareholder who owns shares in
    the company
  2. Shares
    Owned by Shareholders
    – total number of shares owned by each shareholder
  3. Stock
    Options
    – benefits in a form of an option given by the company to an
    employee to buy stock in the company at either a discount or a stated fixed
    price
  4. Authorized
    Shares
    – total number of shares in the company that is allowed to issue
  5. Outstanding
    Shares
    – total number of shares which are held by all shareholders in the
    company
  6. Unissued
    Shares
    – total number of shares available that have not been issued
  7. Shares
    Reserved for Stock Option Plan
    – these are unissued shares that was
    reserved for future employees
  8. Options
    remaining
    – total number of remaining shares available to be optioned
  9. Fully
    diluted shares
    – total number of outstanding shares which helps the
    shareholders determine the value of their own shares

You can refer to the steps below showing a capitalization table example:

  1. In a spreadsheet, list down in a column the five basic categories needed to be taken note of: Name, Shares, Investment, Ownership, and Value.

  2. Next would be to fill out the first column by listing out all the names of the starting founders and leave a couple of empty slots for future investors. You can also group up investors if they came in waves or groups and you can name it as a “Round of Investment” where the last or most recent investor should be at the bottom of the list. If ever the same entity invested more than once, each purchase should be separated in a new row.

  3. Right next to the first column is the respective shares of each shareholder. Then record according to the total number of shares each entity bought.

  4. Then do the same for the amount of capital invested in the business, recorded under the Investment column. After that, at the bottom of the columns, total up the number of shares and dollars.
  5. Next would be the Ownership column, where you’ll calculate the percentage of each shareholder’s stake in the business. Just simply calculate it by dividing the number of shares each entity owns by the total number of shares held by everyone on the list. This formula is used to calculate the share percentage: Share % = Shareholder Share / Total Shareholders’ Shares

  6. The last column is a bit trickier. Since the value changes every time someone invests, you will have to ensure that you will refer to the last or most recent investor. To calculate the value of the share that each investor owns, you will need to calculate how much an entity paid per share. This can be calculated by dividing the total dollars invested in the total shares purchased by the corresponding investor. Just like as shown in this formula: Price per Share = Dollars Invested / Shares Purchased

The capitalization table example format above is just the most basic, but it will allow you to create a cap table which can represent your company’s current ownership structure as well as be able to help you answer questions by your shareholders and create informed decisions for your company.

Cap Table Template Excel – Free Spreadsheet Template

Looking for a template you can use as a base to start with your task of building a cap table for your company? If you are, then you can download this free spreadsheet template of a cap table here: Simple Cap Table Template Excel – Free Download. This free spreadsheet template of a cap table can be helpful for:

  • Raising Financing – when raising financing, a
    cap table will provide an overview of your business which means, it can give
    you a better understanding of what equity stakes you can offer to interested
    parties and/or for other programs. It will also avoid over drafting shares that
    your company is able to handle.
  • Employee Shares or Stock Option Programs – with
    a cap table, you will be able to manage all the employee shares or stock option
    programs issued by your company
  • Financial Modeling – cap table financial model
    can help you calculate the dividends, exit proceeds, and returns (IRR) by
    investors
  • Controlled Shares – with a cap table, the data
    needed to know who controls the company, how much shares are left, given, and
    outstanding, are all documented and managed properly
  • Good practice – building a cap table is
    considered as a good practice to resolve future cases such as explaining the
    shareholder situations to the tax authorities and regulators

If you’re looking for industry-specific financial models which includes a cap table template Excel, you can look at our selection here: Financial Model Templates with Cap Table. These templates are ready-made by expert financial modelers and easy to use for any kind of user. These are also downloaded by many in different countries such as in the USA, Germany, Australia, Japan, Saudi Arabia, and many more who are in need of assistance when it comes to their financial modeling tasks.



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Lovenna Tibas Store Manager
Lovenna Tibas is the Store Manager at eFinancialModels, specializing in website management, platform optimization, and customer support. She also writes about financial modeling topics including business valuation and business models, making complex concepts accessible to readers. With expertise in WordPress, Easy Digital Downloads, and e-commerce troubleshooting, Lovenna combines technical skills with a deep understanding of financial principles. Her work focuses on helping businesses leverage digital tools and financial insights to drive growth and make data-driven decisions.
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