Simple Cap Table Builder: Calculate Startup Equity & Ownership Distribution

Building and maintaining an accurate capitalization table is essential for startups, founders, and investors to track equity ownership and understand dilution impacts. Our Simple Cap Table Builder provides a free, intuitive platform to model your company’s ownership structure, add shareholders, manage option pools, and simulate funding rounds. Whether you’re a first-time founder splitting equity among co-founders, planning an employee stock option pool, or modeling Series A dilution, this cap table calculator delivers instant insights into ownership percentages, post-money valuations, and the impact of new investments on existing stakeholders.

Simple Cap Table Builder

Add shareholders, set shares, model option pool and a new round to preview ownership and dilution.

#NameSharesClassPriceOwnership % (pre)Actions
No rows yet — add founders or investors above
Total Shares (issued)
0
Option Pool (shares)
New Round — New Shares
Tip: enter option pool and new round shares, then click Recalculate to view post-money ownership.

Notes: Ownership % (pre) = shares ÷ total issued shares. Post-money ownership accounts for option pool and new shares added in the round. The tool is simple and intended for small cap tables; consult legal counsel for formal issuance and governance steps.

Simple Cap Table Builder: Manage Startup Equity & Calculate Ownership

What is a Cap Table Builder?

A capitalization table (cap table) is a spreadsheet or tool that tracks who owns what percentage of your company. The Simple Cap Table Builder is a free, user-friendly calculator designed specifically for startups, entrepreneurs, and early-stage companies to create accurate ownership records, model equity scenarios, and understand how new funding rounds or option pools affect existing shareholders’ ownership percentages.

Unlike complex spreadsheets that require financial modeling expertise, our cap table builder provides instant calculations with an intuitive interface that anyone can use—from first-time founders to experienced CFOs planning their next funding round.

Why Use a Cap Table Calculator?

1. Track Equity Ownership Accurately

Maintain precise records of who owns what percentage of your company, including founders, investors, advisors, and employees with stock options.

2. Model Dilution Scenarios

Understand how new funding rounds, option pool expansions, or additional shareholders will dilute existing ownership stakes before making commitments.

3. Plan Fundraising Rounds

Calculate pre-money and post-money valuations, determine how much equity to offer investors, and ensure founders maintain meaningful ownership.

4. Create Option Pools

Reserve shares for employee compensation and see exactly how option pool creation affects founder and investor dilution.

5. Make Informed Decisions

Use data-driven insights to negotiate term sheets, set fair compensation packages, and communicate transparently with stakeholders.

How to Use the Simple Cap Table Builder

Step 1: Add Shareholders

Enter each shareholder’s information:

  • Name: Founder 1, Investor A, Employee Option Pool, etc.
  • Shares: Number of shares owned or allocated
  • Class: Common stock, Preferred stock, or other share classes
  • Price per share (optional): Purchase price for valuation calculations

Click Add row to include multiple shareholders. The tool automatically calculates ownership percentages as you add stakeholders.

Step 2: Set Up Option Pool (Optional)

Enter the number of shares reserved for your employee stock option pool in the Option Pool (shares) field. This is crucial for startups planning to hire employees with equity compensation. The calculator shows how the option pool dilutes existing shareholders.

Step 3: Model New Funding Round (Optional)

Enter new investment details:

  • New Round — New Shares: Number of shares issued in the financing
  • Round price per share: Investment price per share

The tool calculates the implied investment amount and shows post-money ownership percentages, revealing exactly how the new round dilutes existing stakeholders.

Step 4: Analyze Results

Review the automatically calculated metrics:

  • Total Shares (issued): Complete share count including all stakeholders
  • Ownership % (pre): Current ownership before any new round
  • Pre-money shares: Ownership before new investment
  • Post-money shares: Ownership after new investment and option pool
  • Implied investment: Total capital raised (price × new shares)
  • Pre/Post valuation: Company valuation before and after investment

Step 5: Export or Import Data

  • Download CSV: Export your cap table for record-keeping or further analysis
  • Copy CSV: Copy data to paste into spreadsheets
  • Bulk Import: Upload existing cap tables using CSV format (Name,Shares,Class,Price)
Business professional analyzing equity stakes and dilution using the clear layout of the CAP Builder Table

Understanding Cap Table Components

Shareholders & Equity Holders

Your cap table should include all individuals and entities with ownership stakes:

  • Founders: Original company creators with common stock
  • Investors: Angel investors, VCs, or institutions with preferred stock
  • Employees: Team members with vested stock or options
  • Advisors: Strategic advisors compensated with equity
  • Option Pool: Reserved shares for future employee grants

Share Classes Explained

Common Stock: Typically held by founders and employees. Last to receive proceeds in liquidation events but with upside potential.

Preferred Stock: Usually issued to investors with special rights like liquidation preferences, anti-dilution protection, and board representation.

Stock Options: Rights to purchase common stock at a predetermined price (strike price), commonly used for employee compensation.

Pre-Money vs. Post-Money Valuation

Pre-money valuation is your company’s value before new investment. Formula: existing shares × price per share

Post-money valuation includes the new investment. Formula: pre-money valuation + new investment

Understanding this distinction is critical for negotiating fair investment terms and calculating accurate dilution percentages.

Understanding Dilution

Dilution occurs when new shares are issued, reducing existing shareholders’ ownership percentages. While your share count remains the same, you own a smaller piece of a (hopefully) larger pie.

Example: You own 1,000,000 shares out of 2,000,000 total (50%). If 1,000,000 new shares are issued, you now own 1,000,000 out of 3,000,000 total (33.3%)—diluted by 16.7 percentage points.

Common Cap Table Scenarios

Scenario 1: Co-Founder Equity Split

Two founders starting a company:

  • Founder 1: 1,000,000 shares (50%)
  • Founder 2: 1,000,000 shares (50%)
  • Total: 2,000,000 shares

Add both founders with their share counts to see the 50/50 split. Adjust shares to model different equity arrangements (60/40, 70/30, etc.).

Scenario 2: Creating an Option Pool

Before fundraising, founders create a 15% option pool:

  • Founder 1: 1,000,000 shares (42.5%)
  • Founder 2: 1,000,000 shares (42.5%)
  • Option Pool: 353,000 shares (15%)
  • Total: 2,353,000 shares

Note how the pool dilutes founders proportionally before any investors join the cap table.

Scenario 3: Series A Funding Round

Raising $2M at $6M pre-money valuation:

  • Pre-money: $6,000,000
  • Investment: $2,000,000
  • Post-money: $8,000,000
  • Investor ownership: 25% ($2M / $8M)

Enter the existing shareholders, then add the new shares issued to investors. The calculator shows how everyone’s ownership percentage changes.

Scenario 4: Multiple Investor Rounds

Modeling Seed + Series A:

  • Founders start with 2,000,000 shares
  • Seed round: 500,000 new shares to angels (20% post-money)
  • Series A: 833,333 new shares to VCs (25% post-money)
  • Final founder ownership: ~45%

Build this scenario step-by-step or use bulk import to see the complete picture.

Cap Table Best Practices

Keep It Updated

Update your cap table after every equity event: new hires with options, investor rounds, advisor grants, or option exercises.

Document Everything

Maintain supporting documentation for all equity grants: stock purchase agreements, option grant letters, and board resolutions.

Plan for Dilution

Model multiple funding scenarios before approaching investors. Understand your ownership trajectory through Series A, B, and beyond.

Reserve Adequate Option Pool

Most VCs expect a 10-20% post-money option pool. Create this before valuation to avoid unexpected founder dilution.

Use Clear Share Classes

Distinguish between common and preferred stock from day one. This simplifies investor conversations and future financings.

Consider Vesting Schedules

While this tool tracks ownership, remember that founder and employee shares typically vest over 4 years with a 1-year cliff.

When to Use a Cap Table Builder

Pre-Funding Planning

Model different investment scenarios before approaching investors. Determine how much dilution is acceptable and at what valuation.

Founder Discussions

During early formation, use the calculator to explore fair equity splits based on each founder’s contribution, experience, and commitment.

Term Sheet Negotiations

When investors propose terms, input their offer to see the exact dilution impact. This helps you negotiate from an informed position.

Employee Equity Offers

Calculate how option grants affect the cap table and determine competitive equity packages that balance attraction with dilution management.

Board Presentations

Export clean cap tables for board meetings, investor updates, or transparency conversations with your team.

Cap Table Mistakes to Avoid

Mistake 1: Not Creating a Cap Table Early

Start tracking ownership from day one. Reconstructing equity history later creates confusion and potential legal issues.

Mistake 2: Ignoring the Option Pool

Failing to account for employee options leads to unexpected dilution. Always include reserved shares in your calculations.

Mistake 3: Misunderstanding Dilution

Remember: dilution isn’t inherently bad if the company value increases proportionally. A smaller slice of a bigger pie can be worth more.

Mistake 4: Verbal Equity Agreements

Always formalize equity with proper legal documentation. Handshake deals lead to disputes and complications.

Mistake 5: Complex Share Structures Too Early

Keep it simple initially. Complex share classes and conversion terms can be added as your company matures and requires sophisticated investor terms.

Digital screen displaying the organized financial data within a comprehensive CAP Builder Table

Frequently Asked Questions (FAQ)

Q: What is a cap table and why do I need one?

A: A capitalization table (cap table) is a record showing who owns what percentage of your company. You need one to track equity ownership, understand dilution from new investments or option pools, maintain legal compliance, and communicate transparently with shareholders about their stakes in the business.

Q: How do I split equity between co-founders?

A: Common founder splits include 50/50 for equal partners, 60/40 for primary founder vs. secondary contributor, or 70/20/10 for three founders with different roles. Consider each founder’s contribution, commitment, experience, and role. Use this calculator to model different scenarios before finalizing agreements.

Q: What is an option pool and how large should it be?

A: An option pool is shares reserved for employee stock options. Most startups create a 10-20% post-money pool before institutional funding. Investors typically require this pool to be “carved out” from founder shares pre-investment, so factor this dilution into your planning.

Q: How much equity should I give investors?

A: This depends on your valuation and capital needs. Seed rounds typically involve 10-25% dilution, Series A around 20-30%. Your goal is raising sufficient capital while maintaining meaningful founder ownership (ideally 15-25%+ through Series B) to stay motivated.

Q: What’s the difference between pre-money and post-money valuation?

A: Pre-money valuation is your company’s value before new investment. Post-money valuation equals pre-money plus the investment amount. For example: $4M pre-money + $1M investment = $5M post-money, giving investors 20% ($1M / $5M).

Q: How does dilution work?

A: Dilution occurs when new shares are issued, decreasing existing shareholders’ percentage ownership. Your share count stays the same, but the total shares outstanding increases. If you own 1M of 2M shares (50%) and 1M new shares are issued, you now own 1M of 3M (33.3%).

Q: Should I create the option pool before or after fundraising?

A: Investors typically require the option pool to be created pre-investment (expanding the pre-money share count), meaning founders absorb the full dilution. Negotiate this carefully during term sheet discussions, as it significantly impacts your final ownership percentage.

Q: What’s common stock vs. preferred stock?

A: Common stock is typically held by founders and employees with standard ownership rights. Preferred stock is issued to investors with special privileges like liquidation preferences (getting paid first in an exit), anti-dilution protection, and voting rights on key decisions.

Q: How do I add advisors to my cap table?

A: Advisors typically receive 0.1-1% equity depending on their involvement and value. Add them as shareholders just like founders, usually with common stock subject to vesting over 1-2 years. Enter their name, share count, and class in the calculator.

Q: Can I use this for multiple funding rounds?

A: Yes! After modeling your Seed round, click “Recalculate Ownership” to set that as your baseline. Then add Series A details in the “New Round” section to see cumulative dilution across multiple financings.

Q: What does “fully diluted” mean?

A: Fully diluted shares include all issued shares PLUS all options, warrants, and convertible securities if they were exercised. This gives a complete picture of potential ownership assuming maximum dilution.

Q: How often should I update my cap table?

A: Update after every equity event: funding rounds, option grants, option exercises, advisor grants, or share transfers. Quarterly reviews ensure accuracy even during quieter periods.

Q: What is liquidation preference and why isn’t it in this tool?

A: Liquidation preference determines who gets paid first and how much in an exit scenario. This basic cap table focuses on ownership percentages. For advanced scenarios with preferences, participate rights, and complex waterfall analysis, consider specialized cap table software.

Q: How do I handle convertible notes or SAFEs?

A: Convertible notes and SAFEs convert into equity at a future priced round. This calculator handles post-conversion scenarios. Calculate the number of shares they’ll receive based on the conversion discount/cap, then add those shares as a new investor entry.

Q: What’s the best format for importing existing cap tables?

A: Use CSV format with columns: Name, Shares, Class, Price. Example:

Founder 1,1000000,Common,0
Investor A,500000,Preferred,1.5

The tool shows the exact format needed below the import field.

Q: How much equity should early employees receive?

A: Early employees (first 10 hires) typically receive 0.5-2% depending on role and join date. Later employees receive smaller grants (0.01-0.5%). Balance competitiveness with dilution conservation, and remember these are usually options, not direct equity.

Start Building Your Cap Table Today

Whether you’re splitting founder equity, planning your first funding round, or managing a complex ownership structure, the Simple Cap Table Builder provides the clarity and precision you need. Model scenarios instantly, understand dilution impacts, and make informed decisions about your company’s equity.

Ready to build your cap table? Add your shareholders above and see ownership distribution in real-time.

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