Cap Table Management
Equity ledger, dilution modeling, vesting tracker, and funding round history for startups and growth-stage companies.
Overview
Cap Table Management is TotalApp's equity intelligence hub. It tracks every share, option, and convertible instrument your company has issued, calculates live ownership percentages, models future fundraising rounds, and projects vesting schedules — all in one screen under the Strategy & Fundraising mode.
Equity Ledger
A structured table of every shareholder: founders, investors, angels, and ESOP pools. Each row shows security type, round, shares owned, and ownership percentages on both outstanding and fully-diluted bases.
Dilution Modeling
Run what-if scenarios for any future round. Enter a pre-money valuation and investment amount to instantly see the new share price, post-money valuation, and how each existing shareholder is diluted.
Vesting Tracker
Track cliff and schedule-based vesting for founders, employees, and advisors. The Vesting tab shows exactly how many shares have vested and how many remain locked, recalculated from the start date automatically.
Funding Rounds
Log every financing event — pre-seed, seed, Series A, SAFE, and convertible note — with date, lead investor, pre-money valuation, new shares issued, and share price at close.
Import & Export
Export the full ledger to CSV for sharing with investors or legal counsel. Import shareholder data from an existing CSV or Excel file. AI-powered PDF contract parsing is coming soon.
Document Attachments
Attach shareholder agreements and grant certificates directly to individual shareholders, and upload bulk investment agreements to the Funding Rounds tab via drag-and-drop zones.
Quick Start
- Switch to Strategy & Fundraising mode using the mode switcher in the top bar.
- Click Cap Table Management in the sidebar, or navigate to it from the My Workspace hub.
- Review the four summary cards at the top: Fully Diluted Shares, Implied Valuation, ESOP Pool %, and Founder Ownership %.
- On the Ledger tab, click + Add Shareholder to enter your first equity holder.
- Fill in the shareholder name, type, security type, round, shares owned, and price per share. For founders or employees, toggle on vesting and set a start date, cliff, and duration.
- Optionally drag-and-drop a shareholder agreement or grant certificate PDF onto the drop zone at the bottom of the modal.
- Switch to the Funding Rounds tab and click Add Round to record each financing event.
- Go to the Scenarios tab and click New Scenario to model your next raise. Enter a target pre-money valuation and investment amount.
- Review the Vesting tab to see the vesting status of every holder who has an active schedule.
- Click Export CSV in the top-right toolbar to download a snapshot of the ledger for your investors or lawyers.
The Four Tabs
The screen is organized into four tabs. Each tab focuses on one dimension of your equity picture.
Ledger Tab
The equity register — the single source of truth for who owns what. Each row represents one shareholder or equity pool.
| Column | Description |
|---|---|
| Shareholder | Name and shareholder type badge (Founder, Investor, Employee, Advisor, ESOP Pool, Angel) |
| Security Type | The instrument class: Common, Preferred, SAFE, Options, or Warrant |
| Round | The financing event when the shares were issued (Founding, Pre-Seed, Seed, Series A–C, etc.) |
| Shares Owned | Total number of shares held, formatted with comma separators |
| % Outstanding | Ownership as a fraction of all issued shares (excludes unissued options) |
| % Fully Diluted | Ownership as a fraction of the total authorized pool including all options and convertibles |
| Investment | Total capital invested by this holder (shown as currency) |
| Vesting | Vesting status badge and progress bar for holders with an active vesting schedule |
| Actions | Edit (pencil icon) and Delete (trash icon with inline confirmation) buttons |
Funding Rounds Tab
A chronological log of every financing event. Each round row shows the round name and type, the closing date, pre-money valuation, total investment raised, share price at round, new shares issued, and lead investor name.
Funding round data feeds directly into scenario calculations — the most recent round's share price is used as the baseline share price for implied valuation in the summary cards.
Document Upload
Below the rounds table there is a drag-and-drop zone labelled "Round Closing Documents (Optional)". Use it to attach bulk investment agreements, subscription agreements, or SAFE closings in PDF or DOCX format. Accepted files are shown with name and size; click the × button to remove a file before saving.
Scenarios Tab
Model future fundraising rounds without touching the live ledger. Each scenario is an independent calculation that runs on top of the current cap table state.
| Scenario Input | What it Controls |
|---|---|
| Scenario Name | Label shown on the scenario card (e.g. "Series A — $10M @ $20M Pre") |
| Description | Optional free-text note (e.g. timeline, conditions) |
| New Investment ($) | Capital raised in this hypothetical round |
| Pre-Money Valuation ($) | Company value before the new money enters |
| ESOP Expansion (%) | Additional option pool created before closing, expressed as a percent of post-money fully-diluted shares |
After you save a scenario, the card displays:
- Post-Money Valuation — Pre-money + New investment
- New Share Price — Pre-money valuation ÷ current fully-diluted shares (before ESOP expansion)
- Investor Ownership % — The new investor's stake at close
- Founder Dilution — How much existing founder ownership decreases
Automatic Alerts
Two alerts fire automatically inside scenario results:
- ESOP below 5% — The option pool will fall below a healthy minimum after this round. Consider expanding the pool before closing.
- Founder ownership below 51% — Founders will lose majority control. This is common at Series B+, but should be a conscious decision discussed with your board.
Vesting Tab
Shows every shareholder who has a vesting schedule attached. The table displays cliff status, total duration, shares vested so far, shares still locked, and a visual progress bar.
Vesting is calculated automatically from the schedule's start date to today's date:
- If the cliff period has not been reached, 0 shares are vested.
- Once the cliff passes, vesting is linear: shares vest proportionally over the remaining duration months.
- After the full duration, all shares are marked as fully vested.
Tip — Updating Vested Share Counts
The vesting tab shows real-time calculations based on today's date. If you need to record a different vested count (e.g. after an early vest or acceleration clause), edit the shareholder record and update the Vested Shares field directly in the Add/Edit Shareholder modal.
Summary Cards
Four metric cards at the top of the screen update in real time as you add or edit shareholders.
| Card | Formula | Why it matters |
|---|---|---|
| Fully Diluted Shares | Sum of all shares owned across all holders, including the ESOP pool | The denominator used by investors to calculate per-share price and ownership % |
| Implied Valuation | Latest round share price × fully diluted shares | A quick sanity check on current company value based on the most recent financing |
| ESOP Pool | ESOP pool shares ÷ fully diluted shares | Investors expect 10–15% before Series A. Falling below 5% will trigger a scenario alert. |
| Founder Ownership | Sum of all founder shares ÷ fully diluted shares | Track founder dilution across rounds. Below 51% means investors can outvote founders. |
Security Types
Every share on the cap table is assigned a security type. The type determines how the shares are counted and treated in dilution scenarios.
| Type | Badge | Typical holder | Notes |
|---|---|---|---|
| Common | Common | Founders, employees | Last priority in liquidation. Usually carries voting rights. |
| Preferred | Preferred | VC funds, institutional investors | Liquidation preference. May have anti-dilution provisions. |
| SAFE | SAFE | Angels, YC, early backers | Converts to equity at a future priced round. Record valuation cap and discount rate. |
| Options | Employees, ESOP pool | Right to buy shares at a fixed price (strike price). Typically subject to vesting. | |
| Warrant | Warrant | Strategic partners, debt holders | Similar to options but typically issued outside of an option plan. |
Adding and Editing Shareholders
Click + Add Shareholder in the top-right toolbar to open the shareholder modal. All fields except Name are optional, but the more you fill in, the more accurate your dilution calculations will be.
Required Fields
- Name — Full name or entity name (e.g. "Sequoia Seed Fund"). The Save button is disabled until this field is non-empty.
Core Fields
| Field | Description |
|---|---|
| Shareholder Type | Founder, Investor, Employee, Advisor, Angel, or ESOP Pool |
| Security Type | Common, Preferred, SAFE, Options, or Warrant |
| Round | Founding, Pre-Seed, Seed, Series A, Series B, Series C, ESOP Grant, or Other |
| Shares Owned | Total number of shares (integer) |
| Purchase Price / Share | Price paid per share at issuance. Use 0 for founder shares issued at par value. |
| Investment Amount | Total capital invested. Can be auto-derived as Shares × Price, or entered directly. |
| Notes | Free-text field for role, board seat, pro-rata rights, or any other context |
SAFE-Specific Fields
When Security Type = SAFE, two additional fields appear:
- Valuation Cap ($) — The maximum valuation at which the SAFE converts. A $5M cap means the SAFE holder converts as if the company is worth no more than $5M regardless of the actual round price.
- Discount Rate (%) — The percentage discount to the next round price the SAFE holder receives at conversion. A 20% discount means they convert at 80% of the round price.
Vesting Schedule
Enable the vesting schedule toggle to attach a cliff-and-schedule plan to this holder.
| Field | Description |
|---|---|
| Vesting Start Date | The date when the vesting clock begins (usually the hire date or founding date) |
| Cliff (months) | Number of months before any shares vest. Standard founder cliff is 12 months. Set to 0 for no cliff. |
| Duration (months) | Total length of the vesting schedule. Standard is 48 months (4 years). |
| Vested Shares | Override: enter a specific number if you know the exact vested count (e.g. after an acceleration event) |
| Unvested Shares | Override: shares still subject to vesting. If left blank, calculated automatically. |
Document Attachment
At the bottom of the Add Shareholder modal there is a drag-and-drop zone for Shareholder Agreement / Grant Certificate (Optional). This accepts PDF, DOCX, DOC, PNG, and JPG files. The file is shown with its name and size after drop. Click the × in the top-right corner of the zone to remove the file. Click anywhere on the zone to open a file browser instead of dragging.
Tip — ESOP Pool as a Shareholder
Add the unallocated ESOP pool as a single "shareholder" of type ESOP Pool with security type Options. This ensures the pool is counted in the fully-diluted share count and reflected correctly in the ESOP % summary card. Set isEsopPool to true (available via the ESOP Pool shareholder type selector) to allow the system to identify and separate it in scenario calculations.
Import Data & Docs
Click the Import Data & Docs button (Upload icon) in the top-right toolbar to open the import modal. Two methods are available.
Excel / CSV Tab
Upload a CSV or Excel file (.csv, .xlsx, .xls) containing your existing shareholder ledger. Each row in the file becomes one shareholder entry. The expected column order is:
| Column | Required | Notes |
|---|---|---|
| Shareholder | Yes | Name of the person or entity |
| Security Type | No | common, preferred, safe, options, or warrant (default: common) |
| Round | No | founding, pre_seed, seed, series_a, etc. (default: founding) |
| Shares Owned | Yes | Integer. Rows with 0 or empty shares are skipped. |
| % Outstanding | No | Informational only — calculated automatically after import |
| % Fully Diluted | No | Informational only — calculated automatically after import |
| Investment | No | Currency value (e.g. $1,500,000). Dollar signs and commas are stripped. |
Tip — Use Export as a Template
Click Export CSV first to download a correctly formatted file. Open it in Excel, replace the data rows with your own shareholders, and re-import it. This guarantees the column order is correct and the TOTAL row is excluded automatically.
AI Contract Parser Tab (Coming Soon)
Drop a PDF term sheet, SAFE agreement, or investment contract onto the drag-and-drop zone. The AI will extract shareholder names, share counts, valuations, security types, and vesting terms and pre-fill them into the ledger automatically. This feature is in development and will be available in an upcoming release.
Exporting the Ledger
Click Export CSV in the top toolbar to download a snapshot of the ledger. The exported file includes:
- One header row with column names
- One data row per shareholder, sorted by shares owned descending
- A TOTAL summary row at the bottom showing aggregate shares and investment
The file is named cap-table-YYYY-MM-DD.csv using today's date. Open it in Excel, Google Sheets, or any spreadsheet tool. The file is encoded in UTF-8 to preserve non-ASCII characters in shareholder names.
Sharing with Investors and Lawyers
The exported CSV is intended for sharing with your legal counsel, auditors, or potential investors during due diligence. It includes percentage columns on both an outstanding and fully-diluted basis, which are the two views investors typically request. For a PDF version, open the CSV in Google Sheets and use File → Download → PDF.
How Vesting Is Calculated
TotalApp calculates vesting automatically from the schedule's start date to the current date. The logic is:
- Count the number of full months elapsed since the vesting start date.
- If elapsed months < cliff months → 0 shares vested (cliff not reached).
- If elapsed months ≥ duration months → all shares vested (schedule complete).
- Otherwise:
vestedShares = totalShares × (elapsedMonths / durationMonths)
Example — Standard 4-Year / 1-Year Cliff
| Point in Time | Elapsed Months | Vested Shares (out of 1,000,000) |
|---|---|---|
| Month 11 | 11 | 0 (cliff not reached) |
| Month 12 | 12 | 250,000 (cliff triggers 25%) |
| Month 24 | 24 | 500,000 |
| Month 36 | 36 | 750,000 |
| Month 48 | 48 | 1,000,000 (fully vested) |
Override Behavior
If you enter a manual value in the Vested Shares or Unvested Shares fields when editing a shareholder, that value takes precedence over the automatic calculation. Use this for acceleration clauses (e.g. double-trigger on acquisition) or when your legal vesting schedule does not match the standard linear model.
How Scenario Math Works
When you run a dilution scenario, TotalApp calculates the following in sequence:
- ESOP expansion shares — If you specified an ESOP expansion %, new option pool shares are created first (before the investor's shares), diluting existing holders. This is the standard "pre-money option pool" mechanic that most term sheets use.
- New share price — Pre-money valuation ÷ (current fully diluted shares + ESOP expansion shares). This is the price-per-share the new investor pays.
- New investor shares — Investment amount ÷ new share price.
- Post-money valuation — Pre-money valuation + investment amount.
- Ownership percentages — Each existing holder's shares ÷ (fully diluted shares + ESOP expansion shares + new investor shares).
Tip — Pre-Money Option Pool Shuffle
Setting ESOP Expansion % in a scenario simulates the "option pool shuffle" — a common VC practice where the option pool is expanded before the round closes, making the effective pre-money valuation lower for founders. For example, a $20M pre-money with 10% ESOP expansion means founders are effectively diluted by the pool expansion before the investor even enters. Model this explicitly to understand your true ownership at close.
App Mode & Navigation
Cap Table Management lives in the Strategy & Fundraising app mode. To reach it:
- Click the mode switcher in the header and select Strategy
- Click Cap Table Management in the sidebar
- Or navigate from the My Workspace hub tile for Cap Table
The screen is not visible when you are in other app modes (Finance, HR, etc.) unless you switch to Strategy mode or enable Cap Table in Settings → App Modes → Manage Screens.
Data Storage
All cap table data is saved to your tenant's server-side JSON store. It is scoped to your account and never shared with other tenants. Your data persists across page refreshes, browser restarts, and server restarts.
Each save action (Add Shareholder, Edit Shareholder, Add Round, Save Scenario, Delete) triggers an immediate write to the server. There is no "autosave" timer — the write happens on every explicit user action.
Multi-Tenant Isolation
If you are a TenantAdmin who has invited team members, every member of your workspace sees the same cap table data. The cap table is workspace-scoped, not user-scoped. Only TenantAdmins and their invited members can access it — other workspaces cannot see your data.
AI Assistant
Click the AI Assistant tab anchored to the right edge of the screen to open a chat panel with full context on your ownership structure, shareholders, vesting status, and funding round history. It can explain your cap table, model dilution scenarios in plain language, flag ESOP pool health issues, and surface red flags investors would raise during due diligence.
Example Prompts
- "Explain our current ownership structure."
- "How would a new $2M round dilute the founders?"
- "Is our ESOP pool healthy for upcoming hires?"
- "What red flags would investors raise about this cap table?"
Saving a Response as a Report
After the assistant replies, a Save as Report button appears at the bottom of the panel. Click it to save the response instantly to My Reports — no dialog or title entry required. The title is generated automatically from your prompt and the current month.
Use What-If Scenarios for Precise Numbers
The AI Assistant gives directional, plain-language dilution estimates. For an exact new share price, post-money valuation, and per-shareholder dilution percentage, run a What-If Scenario in the Scenarios tab instead — it's a deterministic calculation, not an AI estimate.