Fully diluted, always
Build the table fully diluted from the first day. Investors, acquirers and any adviser will do so, and a founder working from an issued-shares-only table is negotiating from a number that is not the one anyone else is using.
Cap Table
A cap table is only useful if it is **fully diluted** and reconciled to the register of members maintained by the Registrar. Tables that omit the ungranted option pool, or that show only issued shares, systematically overstate what founders own — usually by the margin that matters most in a negotiation.
[HEADER — replace with your organisation’s letterhead, if used]
Cap Table
Structure, modelling and reconciliation
A cap table is only useful if it is fully diluted and reconciled to the register of members maintained by the Registrar. Tables that omit the ungranted option pool, or that show only issued shares, systematically overstate what founders own — usually by the margin that matters most in a negotiation.
| Item | Detail |
|---|---|
| Company | [COMPANY NAME], UEN [UEN] |
| As at | [DATE] |
| Maintained by | [NAME] |
| Reconciled to the Registrar’s register on | [DATE] |
| Issued shares | [NUMBER] |
| Fully diluted shares | [NUMBER] |
| Option pool — granted | [NUMBER] |
| Option pool — available | [NUMBER] |
| Convertibles outstanding | S$ [AMOUNT] across [NUMBER] instruments |
| Last financing | [ROUND], [DATE], at S$ [AMOUNT] pre-money |
1. What Fully Diluted Includes
| Include? | Item | Why |
|---|---|---|
| Yes | Issued shares of every class | |
| Yes | Options granted and outstanding, vested and unvested | They will be exercised if the company succeeds |
| Yes | Option pool authorised but not yet granted | The line founders most often omit — investors always count it |
| Yes | Convertible instruments on an as-converted basis | Model at the cap and at the expected round price |
| Yes | Warrants and any other subscription right | |
| Yes | Shares promised but not documented | Verbal or offer-letter commitments are real |
| [Model separately] | Anti-dilution adjustments not yet triggered | Show the down-round case if plausible |
| No | Shares lapsed and returned to the pool | They sit in the available pool line instead |
1.1A table showing founders at 62 per cent that omits a 15 per cent ungranted pool is overstating their position by a margin that changes every conversation. Build it fully diluted from the start.
2. Cap Table
As at [DATE]
| Holder | Class | Shares | Options granted | Convertible (as converted) | Fully diluted | % issued | % fully diluted | Invested (S$) | Notes |
|---|---|---|---|---|---|---|---|---|---|
| [FOUNDER A] | Ordinary | [NUMBER] | — | — | [NUMBER] | [%] | [%] | [AMOUNT] | [Vesting to DATE] |
| [FOUNDER B] | Ordinary | [NUMBER] | — | — | [NUMBER] | [%] | [%] | [AMOUNT] | [Vesting to DATE] |
| [ANGEL] | Ordinary | [NUMBER] | — | — | [NUMBER] | [%] | [%] | [AMOUNT] | |
| [SEED INVESTOR] | [Series Seed] | [NUMBER] | — | — | [NUMBER] | [%] | [%] | [AMOUNT] | [1× non-participating] |
| [SERIES A INVESTOR] | [Series A] | [NUMBER] | — | — | [NUMBER] | [%] | [%] | [AMOUNT] | [1× non-participating] |
| [EMPLOYEE OPTION HOLDERS] | Ordinary | — | [NUMBER] | — | [NUMBER] | — | [%] | — | [See option register] |
| Option pool — available | Ordinary | — | [NUMBER] | — | [NUMBER] | — | [%] | — | Not yet granted |
| [CONVERTIBLE HOLDER] | — | — | — | [NUMBER] | [NUMBER] | — | [%] | [AMOUNT] | [Cap S$ ______, 20% discount] |
| Total | [NUMBER] | [NUMBER] | [NUMBER] | [NUMBER] | 100% | 100% | [AMOUNT] |
3. Round Model
Generated from www.helionerp.com1
6 more pages in the Word file
This is page 1 of the Word document, exactly as it appears when you open it. Fields shown like THIS are placeholders for you to complete.
Notes for use
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.
Include the ungranted pool
Authorised-but-ungranted option shares are counted by investors as though issued. Omitting them is the single most common cap table error, and it inflates founder percentages by exactly the amount that matters in a valuation discussion.
Model the pool increase separately
Section 3 shows the position before, after a pool increase, and after the round. Founders are usually shown only the first and last columns. Where the pool increase sits inside the pre-money, the middle column is where the founders’ dilution actually happens and the investor’s does not.
Reconcile to the Registrar’s register, not the internal one
For a private company the register of members maintained by the Registrar is prima facie evidence of legal title. A cap table that reconciles to an internal register but not to the Registrar’s record is reconciled to the wrong thing. Check 1 in Section 6 is the important one.
Every allotment needs a filing within fourteen days
Option exercises, conversions and new issues are all allotments requiring a return within fourteen days. Companies treat exercises in particular as administrative and skip the filing, and the register drifts out of line quietly.
Model convertibles at both prices
A convertible converts at the lower of the discounted round price and the cap price. Show both. Where several instruments are outstanding at different caps, the aggregate is frequently far larger than founders expect, and it is only visible when modelled together.
Track undocumented promises
Equity promised in a hiring conversation or an offer letter and never granted is a real commitment that will appear in diligence and must be honoured. Keep it as a visible line rather than an unrecorded intention.
Model the waterfall, not just the percentages
Percentage ownership does not determine proceeds. Liquidation preferences are paid first, and a participating preference takes both the preference and a pro rata share. Section 4 exists because founders consistently discover this at the exit rather than at the term sheet.
Model the exit values that are actually likely
A waterfall modelled only at an optimistic exit value hides the problem. At modest exits, a participating preference or a stacked set of preferences can leave founders and option holders with very little. Run the realistic case.
One table, one owner
Multiple versions held by the founder, the finance lead and the investors diverge within months. Nominate one owner, update it on every event rather than before a financing, and circulate from that single source.
Watch the fifty-member limit
A private company may not have more than fifty members, excluding employees and former employees who acquired shares while employed. Broad option exercise and fragmented secondary sales both push towards it.
Review the controllers register on every change
A holder crossing or falling below the significant-interest threshold changes the register of registrable controllers, which carries a central filing obligation. Item 10 of the maintenance table makes it automatic rather than remembered.
Check the classes against the constitution
A cap table showing Series A Preference Shares where the constitution recognises only ordinary shares means one of the two is wrong. This inconsistency is common where a bespoke agreement was negotiated but the Model Constitution was left in place.
Keep the historical versions
A dated cap table at each financing, retained alongside the resolutions, makes future diligence straightforward and lets anyone reconstruct how the position evolved. Overwriting a single live file loses that entirely.
Current as of
Reflects Singapore requirements current as of {{DATE OF USE}}. Filing deadlines under the Companies Act 1967, the private company member limit, stamp duty on transfers and controller register obligations all change — have the cap table reviewed alongside the statutory registers by a company secretary before any financing.
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, corporate secretary, or accountant as relevant) before you rely on it.