Who Owns the Cap Table
Early stage (pre-seed, seed): the CEO owns the cap table. The CEO signs every grant, approves every issuance, and reviews the cap table after every change. Some seed-stage companies delegate maintenance to outside counsel but ownership accountability stays with the CEO. A CFO is rare at this stage; the CEO carries the responsibility.
Post-Series A: ownership transfers to the CFO or VP Finance. The CEO retains approval authority on material changes (new investments, repricing, large grants) but day-to-day maintenance moves to finance. The Head of Legal or General Counsel often shares ownership for governance matters (board resolutions, shareholder consents, audit trail).
Series B and beyond: a dedicated equity administrator or paralegal handles operational maintenance, reporting to the CFO. The cap table is now too active for senior leaders to maintain personally — grants happen weekly, exercises monthly, and any change requires same-day update.
Common failure mode: 'the cap table is in the spreadsheet that the lawyer sends.' This means no one owns it. The lawyer's version is updated only at significant events; routine grants and option exercises drift. By the time anyone notices, reconciliation requires weeks of work. Cap table ownership must be internal, regardless of who maintains the documents.
Update Triggers
The cap table must be updated within 48 hours of any of the following events:
• New investment: closing of any financing round, including bridge notes, SAFEs, CLAs, warrants, and priced rounds. • Option grant: any new grant from the option pool, including grants to new hires, refresh grants to existing employees, and grants to advisors. • Option exercise: an employee exercises vested options. Issued shares increase; option pool shares decrease. • Option cancellation: an employee leaves and unvested options are forfeited; vested options expire after the post-termination exercise window. • Secondary sale: any share transfer between holders. Ownership shifts but total shares are unchanged. • Conversion: a convertible instrument (SAFE, note, CLA, preferred) converts to a different class. • Repurchase: the company buys back shares from a holder (typically a departed founder under reverse-vesting). • Anti-dilution adjustment: a down round triggers conversion ratio adjustments on prior preferred.
48 hours is the discipline. Beyond 48 hours, memory degrades, documentation is misplaced, and the next event compounds the error. Real-time update (same business day) is the gold standard at well-managed companies.
Documentation Per Event Type
Every cap table change must be supported by signed documentation. The standard documentation by event type:
• New investment: board resolution authorising issuance + signed subscription agreement + payment confirmation (bank transfer receipt or wire confirmation). For priced rounds: also amended Articles / Satzung if share class is new, executed shareholders' agreement amendment, signed investor rights agreement. • Option grant: board approval (resolution or minutes) + signed grant notice / option agreement with the recipient + 409A or local fair-value reference at the grant date for the strike price. • Option exercise: signed exercise notice from the option holder + payment confirmation + share certificate or book-entry confirmation (depending on jurisdiction). • Option cancellation: termination letter or written notice of departure + board acknowledgment of cancellation (for major grants). • Secondary sale: signed stock purchase agreement between buyer and seller + company consent (typically board) + waiver of ROFR by any rights-holders. • Conversion: conversion notice from the instrument holder + board acknowledgment + amended cap table reflecting new share class. • Anti-dilution adjustment: board resolution recording the trigger event and the recalculated conversion ratios + notification to affected holders.
This documentation should be filed both in the cap table software (attached to the relevant transaction) and in the company's corporate records / data room. At due diligence time, due diligence teams will request this documentation for every material event — having it organised in advance is the difference between a 2-week DD process and a 6-week DD process.
Version Control and Access Management
Cap table data must have a single source of truth and a controlled access model.
Single source of truth: one canonical cap table maintained in cap table software (CAPLINK, Carta, Ledgy, Pulley) or, at very early stage, in a single named spreadsheet file. Multiple parallel versions (the lawyer's version, the CFO's version, the founder's version) is a governance failure that creates inconsistent investor communication.
Audit log: every change is timestamped and attributed to the user who made it. Cap table software provides this natively; spreadsheets do not. At Series A and beyond, audit log capability is mandatory for due diligence and audit purposes.
Access management: clear roles for who can view what. Common pattern: CFO + CEO + General Counsel have edit access; board members have view access to summary + their own holdings; employees have view access to their own grants only; investors have view access to their own holdings and (if rights agreement permits) full cap table. Granular access prevents accidental disclosure of sensitive information.
Backup and recovery: cap table data must be backed up daily, retained for 7+ years (typical EU statutory requirement), and recoverable in disaster scenarios. Cap table software handles this; spreadsheet-based cap tables require explicit backup discipline.
Annual Reconciliation and Data Room Discipline
Annual reconciliation: once per year (typically at year-end or fiscal year-end), reconcile the cap table against four other sources:
1. Company register (German Handelsregister, UK Companies House, Dutch KvK, Delaware Secretary of State). External authoritative record of share issuances. 2. Shareholder register (the company's own register of shareholders, sometimes called the share ledger). Internal authoritative record of holders. 3. Option register (the company's record of all option grants and exercises). Internal authoritative record of options. 4. Bank records of capital received for each share issuance. Confirms that consideration was paid and matches the cap table record.
Discrepancies are common (and usually small — a grant recorded on a slightly different date, a slight share count rounding). Document each discrepancy, investigate the cause, and update the relevant source. Material discrepancies (a share class that does not match the Satzung, a missing investor) require legal review and possibly restated filings.
Data room structure for due diligence: dedicated cap table folder with the current cap table export, full history of grants and issuances, signed agreements for every material event, annual reconciliation reports, and any opinion letters from counsel. Investors expect to find this material organised, current, and complete. CAPLINK and similar platforms enforce this organisation natively through their audit log, permission controls, and validation rules — the cap table data and supporting documents are co-located and the system flags any change without supporting documentation. Manual governance can achieve the same standard but requires substantially more discipline and is more prone to drift between events. See [cap table management](/captable/cap-table-management), [cap table due diligence](/captable/cap-table-due-diligence), [cap table template](/captable/cap-table-template), [esop](/captable/esop), and [secondary transactions](/captable/secondary-transactions) for related operational practices.