Cap Table Template: What To Include and How To Use It

Whether you’re setting up your first company or preparing for a seed round, a clear, accurate cap table template is one of the most important tools you’ll use.

Your cap table shows who owns what, on what terms, and how ownership changes as you issue new shares, options or notes. It’s the single source of truth for founders, investors and advisers - and it needs to align with your legal documents and ASIC filings.

In this guide, we break down what a cap table is, what a reliable cap table template should include, and how to build and maintain one in Australia. We’ll also flag the key legal documents that sit behind your ownership records, so you can keep everything consistent and investor‑ready from day one.

What Is A Cap Table (And Why Does It Matter)?

A capitalisation table (cap table) is a record of your company’s ownership. It lists all equity holders (founders, investors, employees and others), the type of securities they hold (ordinary shares, preference shares, options, SAFEs/notes), and their ownership percentage - both now and on a fully diluted basis.

It matters because:

• It shows control and economics - who can make key decisions and who shares in profits or an exit.
• It drives deal terms - investors use it to model pre‑ and post‑money valuations, dilution and pro rata rights.
• It underpins compliance - it should match your register, Company Constitution, issue approvals and ASIC lodgements.
• It helps avoid disputes - clear, consistent records prevent misunderstandings between founders, staff and investors.

What Should A Good Cap Table Template Include?

A solid cap table template isn’t just a list of names and numbers. It captures the details that actually affect control and dilution over time. At minimum, include:

• Holder details: full name/entity, email, jurisdiction and tax/residency notes (if relevant).
• Security type: ordinary shares, preference shares, options, warrants, SAFE, convertible note.
• Class and rights: share class, liquidation preference, dividends, anti‑dilution, voting rights.
• Issued and outstanding: number of securities currently issued and held by each holder.
• Price per security: issue price (and any premium/discount), currency and date of issue.
• Ownership %: basic (issued only) and fully diluted (assuming all options/convertibles convert).
• Employee equity pool: size approved, granted, vested and remaining.
• Vesting terms: start date, cliff, vesting schedule, acceleration and leaver treatment.
• Pre‑ and post‑money tracking: round‑by‑round modelling to show dilution and new ownership.
• Authorisations: board/shareholder approvals, relevant resolutions and reference to the instrument (e.g. subscription agreement, option grant).
• Conversion mechanics: caps/discounts for SAFEs and notes, valuation methodology and target round triggers.
• Audit trail: versioning, date of changes and who updated the file.

Share Classes And Rights

If you plan to issue more than one class of share (e.g. ordinary vs preference), make sure your template accounts for different rights. Your fully diluted figures should reflect how each class converts in a sale or IPO, and any liquidation preferences or anti‑dilution protections. Read more about different classes of shares if you’re weighing up alternatives for a financing round.

Options, ESOPs And RSUs

If you’re granting employee equity, your cap table should track pool size, individual grants, vesting and exercises. Ensure it mirrors your option plan rules and board approvals. If you’re setting this up now, consider implementing an Employee Share Option Plan so grants are consistent and compliant.

SAFEs And Convertible Notes

Many Australian startups raise early capital using SAFEs or notes. Your template should include the instrument amount, discount/rate, valuation cap, and the conversion formula to model what happens at the next equity round. If you’re using these instruments, it’s worth structuring them properly with a SAFE note or a convertible note drafted for Australian conditions.

How To Build Your Cap Table Step‑By‑Step (With Template Tips)

You can absolutely start with a spreadsheet cap table template and grow into software later. Here’s a practical approach to building it the right way from day one.

1) Confirm Your Structure And Company Rules

Cap tables are for companies - that’s because shares are issued by a company, not a sole trader or partnership. If you’re still deciding, set up the company and adopt a Company Constitution that supports share classes, option pools and future raisings.

2) Set The Share Capital And Initial Founder Split

Decide on your authorised/issued share numbers and record the exact founder split, issue dates and price (even if nominal). Keep a clear line between “authorised” (if applicable) and “issued” shares. For guidance on founder equity, see how to allocate shares in a startup.

Once issued, note the certificate numbers and upload PDFs in your records. A well‑kept cap table should reconcile with your share register and the Share Certificates you’ve issued.

3) Document Founder Vesting (Even If You’re Friends)

Founder vesting protects the company if someone leaves early. Your template should show who is vesting, the cliff and the monthly/quarterly schedule, along with leaver outcomes. Use a Share Vesting Agreement so the terms are enforceable and reflected in the cap table.

4) Create And Track Your Employee Option Pool

Decide the pool size (commonly 5-15% fully diluted at early stages) and add a separate block for “unallocated options”. Each grant then reduces the pool, and exercises convert options into shares. Align this with a formal Employee Share Option Plan and board approvals.

5) Model Your Next Round (Pre‑ And Post‑Money)

Set up a section in your template to model new money, new shares and price per share for each round. Your pre‑money is the value before the new funds are added; the post‑money is after. Keep both basic and fully diluted figures so you can see the impact on founder holdings once options and convertibles are included.

When you’re ready, your lawyer will prepare a Share Subscription Agreement. Cross‑check the final numbers in your cap table against the term sheet and the executed subscription documents to avoid mismatches.

6) Capture SAFEs And Notes With Their Conversion Terms

Add a separate section for SAFEs/notes with issue date, amount, discount/cap, and the precise conversion mechanics you’ve agreed. Link these cells into your round modelling so the convertibles translate into the correct number of shares at the trigger event (and include them in your fully diluted totals). If you’re issuing these instruments, use a consistent SAFE note template or a tailored convertible note so you’re not juggling different terms later.

7) Keep Approvals, Registers And ASIC Filings In Sync

For every issue or transfer, record the board/shareholder resolutions and update your securities register. Your cap table should reconcile to these records and to ASIC lodgements. Consistency is crucial - it’s what builds investor confidence and avoids last‑minute due diligence headaches.

Common Cap Table Mistakes To Avoid In Australia

Managing a cap table isn’t hard - but there are a few traps that can cost time and trust if you don’t watch for them.

• Spreadsheet chaos: multiple versions, broken formulas or circular references. Use version control and protect key cells.
• Mixing basic and fully diluted percentages: always show both, and label them clearly.
• Forgetting the option pool: investors often model ownership on a post‑pool basis; make sure your template does too.
• Pre‑/post‑money confusion: model rounds consistently so your price per share, new shares and dilution all reconcile.
• Not reflecting share classes: if you create preference shares, reflect the new class and their rights in the template and your Company Constitution.
• Unrecorded founder vesting: if vesting is agreed but not documented or tracked, your cap table will be misleading.
• Misaligned legal docs: cap table numbers that don’t match subscription agreements, option grants or certificates raise red flags.
• Ignoring share certificates and registers: your cap table should reconcile with your register and the Share Certificates you’ve issued.
• Late or missing ASIC updates: issues, cancellations and transfers must be lodged correctly - don’t leave it until due diligence.

Legal Documents That Work With Your Cap Table

Your cap table is a summary. The legal effect sits in your company rules and contracts. As you build or update your template, make sure it aligns with:

• Company Constitution: sets out the rules for issuing shares, creating classes and decision‑making.
• Shareholders Agreement: covers founder/investor rights, transfers, drag/tag and dispute mechanisms - the playbook for ownership changes.
• Share Subscription Agreement: records the terms and price for new share issues in a funding round.
• Employee Share Option Plan (plus grant letters): enables compliant option grants and vesting, which your cap table should mirror.
• SAFE note and convertible note instruments: define how early investments convert at a future round.
• Share Vesting Agreement: implements vesting for founders and key early holders.
• Board and shareholder approvals: minutes and resolutions supporting each issue, grant or transfer.
• Share register and Share Certificates: the formal record of who holds what.

If you’re setting up (or revisiting) these documents, it’s also a good idea to sense‑check pricing and methods with a quick primer on valuing shares in a private company, especially before grants or a priced round.

Spreadsheet Vs Software: Which Cap Table Template Should You Use?

There’s no one right answer - it depends on stage and complexity.

A spreadsheet cap table template is usually enough when:

• You have a small founder team and a simple structure (one share class, no convertibles yet).
• You’re comfortable managing formulas, version control and audit trails.
• You want to model a few “what‑ifs” quickly without adopting a new tool.

Dedicated cap table software becomes compelling when:

• You’re adding employee equity, convertibles or multiple rounds/classes.
• You need automated grant workflows, vesting, document storage and e‑signing.
• Investors expect data room quality reporting and share register integration.

Whichever route you choose, the non‑negotiables are accuracy, consistency with legal docs and ASIC filings, and easy access for those who need to see it (usually founders, your lawyer and your accountant).

How To Keep Your Cap Table Investor‑Ready

Once your template is set, build a light but disciplined process around it:

• Make it the source of truth: one live file (or system) with change tracking, not five versions in five inboxes.
• Update early and often: record new grants/issues/convertibles within days of approval, not months later.
• Reconcile quarterly: line up the cap table, share register, resolutions and bank receipts for new money.
• Label everything: every row should tie back to a contract (subscription, grant, SAFE/note) and approval.
• Model before you move: test the dilution impact of term sheets in your template before you sign.
• Share with confidence: clean, consistent numbers build trust with advisers and investors.

Cap Table Template: Suggested Columns And Structure

If you’re building from scratch, start with these core tabs and columns:

Tab 1: Current Capitalisation (Snapshot)

• Holder Name
• Security Type (Ordinary, Preference, Option, SAFE/Note)
• Class (e.g. A Preference)
• Certificate/Instrument ID
• Quantity (Issued)
• Exercise/Conversion Price (if applicable)
• Vested / Unvested (for options)
• Basic % Ownership
• Fully Diluted % Ownership

Tab 2: Transactions (Audit Trail)

• Date
• Type (Issue/Transfer/Exercise/Conversion/Cancel)
• Security Type & Class
• Quantity
• Price Per Security
• Consideration Received
• Authorisation (Board/Shareholders)
• Document Link (Subscription, Grant, SAFE, Note)
• ASIC Lodgement Reference

Tab 3: Round Modelling

• Assumed Pre‑Money Valuation
• New Money
• Price Per Share
• New Shares Issued
• Pool Top‑Up (if any)
• Convertible Conversions (by instrument)
• Post‑Money Ownership Table (Basic & Fully Diluted)

Tab 4: Employees (Option Pool)

• Employee Name
• Grant Date
• Number Of Options
• Exercise Price
• Vesting Start, Cliff, Schedule
• Vested / Unvested / Exercised
• Leaver Status (Good/Bad) & Treatment

When Should You Ask A Lawyer To Review Your Cap Table?

You don’t need legal review for every routine update. But it’s smart to get advice when:

• You’re creating new share classes or changing rights that affect conversion/liquidation.
• You’re issuing options or employee equity for the first time.
• You’re taking on convertibles (caps/discounts can materially change outcomes).
• You’re preparing for a priced round and need your model to match subscription terms.
• There’s been a founder departure or equity transfer that needs to be implemented correctly.

A quick review can save you time later by ensuring your template matches your Company Constitution, shareholder approvals and the instruments you’ve used - and that it will stand up to investor due diligence.

Key Takeaways

• A cap table template is your living record of ownership - it should be accurate, up‑to‑date and aligned with your legal documents and ASIC filings.
• Include holders, security types, classes and rights, basic and fully diluted percentages, vesting, convertibles and clear audit trails.
• Model rounds with pre‑ and post‑money valuations, option pool top‑ups and SAFE/note conversions so you understand dilution before you sign term sheets.
• Keep your cap table consistent with your Company Constitution, Share Subscription Agreement, Employee Share Option Plan and Share Certificates.
• Avoid common mistakes like version sprawl, mixing basic and fully diluted figures, and failing to reflect vesting or share classes correctly.
• Get legal guidance when creating share classes, issuing options, using SAFEs/notes or preparing for a priced round to ensure your template matches the legal reality.

If you’d like a consultation about setting up or reviewing your cap table template for your Australian company, you can reach us at 1800 730 617 or team@sprintlaw.com.au for a free, no‑obligations chat.