This is a working document, not a legal instrument. It has no effect on title. The register of members is the legal record and this table must reconcile to it — and to the returns of allotment filed with the Registrar — before it is given to anyone.
Capitalisation Table
[COMPANY NAME] — as at [DATE]
Prepared by [NAME] Version [NUMBER] Reconciled to the register of members on [DATE] Reconciled to filings on [DATE]
This is a working document, not a legal instrument. It has no effect on title. The register of members is the legal record and this table must reconcile to it — and to the returns of allotment filed with the Registrar — before it is given to anyone.
Sheet 1 — Current capitalisation, fully diluted
| # | Holder | Class | Instrument | Number held | Face value (₹) | Price paid per unit (₹) | Amount invested (₹) | As-converted shares | % issued | % fully diluted |
|---|---|---|---|---|---|---|---|---|---|---|
| 1 | [FOUNDER 1] | Common | Equity shares | [NUMBER] | [FV] | [PRICE] | [AMOUNT] | [NUMBER] | [%] | [%] |
| 2 | [FOUNDER 2] | Common | Equity shares | [NUMBER] | [FV] | [PRICE] | [AMOUNT] | [NUMBER] | [%] | [%] |
| 3 | [FOUNDER 3] | Common | Equity shares | [NUMBER] | [FV] | [PRICE] | [AMOUNT] | [NUMBER] | [%] | [%] |
| 4 | [ANGEL INVESTOR] | Seed | CCPS | [NUMBER] | [FV] | [PRICE] | [AMOUNT] | [NUMBER] | [%] | [%] |
| 5 | [SERIES A LEAD] | Series A | CCPS | [NUMBER] | [FV] | [PRICE] | [AMOUNT] | [NUMBER] | [%] | [%] |
| 6 | [SERIES A CO-INVESTOR] | Series A | CCPS | [NUMBER] | [FV] | [PRICE] | [AMOUNT] | [NUMBER] | [%] | [%] |
| 7 | [SERIES B LEAD] | Series B | CCPS | [NUMBER] | [FV] | [PRICE] | [AMOUNT] | [NUMBER] | [%] | [%] |
| 8 | [NOTEHOLDER] | Note | Convertible note | — | — | — | [AMOUNT] | [ESTIMATED] | — | [%] |
| 9 | ESOP — granted and outstanding | Options | Options | [NUMBER] | — | [EXERCISE PRICE] | — | [NUMBER] | — | [%] |
| 10 | ESOP — exercised, shares issued | Common | Equity shares | [NUMBER] | [FV] | [PRICE] | [AMOUNT] | [NUMBER] | [%] | [%] |
| 11 | ESOP — reserved, unallocated | Options | Options | [NUMBER] | — | — | — | [NUMBER] | — | [%] |
| Total | [NUMBER] | [AMOUNT] | [NUMBER] | 100.0% | 100.0% |
5 more pages in the Word file
Preview of the first page. Highlighted fields are the ones you fill in — they appear the same way in Word. Scroll the preview to read on; the full document runs to 6 pages.
These notes accompany the template and explain the drafting choices, the compliance points and the mistakes most often made with this document. They appear as a final page in the Word file, intended to be deleted before the document is executed.
Legal title to shares passes on entry in the register of members, not on anything recorded here. Sheet 6 exists because in a large proportion of private companies the capitalisation table, the register, and the returns of allotment filed with the Registrar do not agree. Reconcile all three before this table is sent to an investor, a valuer or an acquirer.
Two columns, two very different numbers. Issued percentages count only shares actually in existence. Fully diluted counts the as-converted preference shares, the outstanding options, the unallocated pool, and the estimated conversion of any outstanding note. Investors negotiate on fully diluted; founders often quote issued and are surprised at completion. Show both, always, side by side.
A pool top-up taken from the pre-money capitalisation dilutes only the existing shareholders and reduces the investor’s effective price. Taken post-money, the dilution is shared. Sheet 2 has a pool top-up column for exactly this reason. The difference on a typical Series A is worth several percentage points of the company.
Row 8 of Sheet 1 shows the noteholder with estimated as-converted shares. Until the conversion price is fixed by the next round, that number is a projection and should be labelled as one. Model the note at both the cap price and the discounted price so the range is visible, and never present a single number as though it were settled.
Sheet 3 separates four different populations that are routinely collapsed into one figure. Lapsed options that return to the pool are available again and are frequently forgotten, which is how a company discovers it has granted more than it authorised. Reconcile to the grant register every quarter.
Sheet 4 is the single most useful sheet in this workbook and the one most often absent. At a modest exit, a stack of one-times preferences can absorb the entire proceeds, leaving the founders and option holders with nothing despite holding a majority of the shares on paper. Run the waterfall at a pessimistic, a realistic and an optimistic exit value before agreeing any preference term, and run it again after every round.
A non-participating preference takes the higher of the preference amount or the as-converted share. A participating preference takes both. Row 10 of Sheet 4 captures the conversion election. If any class in the stack is participating, model it separately — the difference at a mid-range exit is substantial and it compounds with each subsequent round.
Because shares cannot be issued below face value in India, an anti-dilution adjustment changes the conversion ratio rather than repricing the shares. Sheet 5 records the adjustment and the resulting additional shares on conversion. Keep a permanent record of every adjustment with the trigger event and the formula applied; reconstructing it years later from correspondence is painful.
The last column of Sheet 2 records what was filed for each round. A missing return of allotment or an unfiled exchange control form does not surface until diligence, by which time the correction is a condition precedent under time pressure. Recording the filing at the time it is made costs nothing.
Date and version every capitalisation table you circulate, and state the date on which it was last reconciled. Multiple undated versions in circulation during a fundraise is a reliable source of confusion and, occasionally, of a dispute about what was agreed.
A ₹ 10 face value constrains anti-dilution adjustments, convertible note conversions and option exercise prices, because nothing can be issued below it. Companies that incorporate with a ₹ 1 face value avoid a class of problems entirely, at no cost. Where the face value is already ₹ 10, a share split is straightforward and is worth doing before a convertible round.
This template reflects Indian practice current as of {{DATE OF USE}}. It is a working document and not a substitute for the statutory registers. Have the reconciliation in Sheet 6 verified by a company secretary before the table is relied on for a transaction.
This is a ready-to-use template provided for convenience. Laws and requirements change, and every situation is different — please have it reviewed by a qualified professional (a lawyer, company secretary, or chartered accountant as relevant) before you rely on it.