A cap table is only useful if it is **fully diluted** and reconciled to the operative register. In the UAE that register depends on the entity: a mainland LLC’s ownership sits in the **notarised Memorandum of Association** and on the trade licence, not in a spreadsheet or a company-maintained register.
Cap Table
Fully diluted ownership and reconciliation
A cap table is only useful if it is fully diluted and reconciled to the operative register. In the UAE that register depends on the entity: a mainland LLC’s ownership sits in the notarised Memorandum of Association and on the trade licence, not in a spreadsheet or a company-maintained register.
| Item | Detail |
|---|---|
| Company | [COMPANY NAME], [licence / registration] [NUMBER] |
| Entity type | [Mainland LLC / Free zone / DIFC / ADGM / Offshore holdco] |
| Operative ownership record | [Notarised MOA and licence / Zone register / Company register] |
| As at | [DATE] |
| Reconciled to that record on | [DATE] |
| Issued shares | [NUMBER] |
| Fully diluted | [NUMBER] |
| Option or phantom pool — granted | [NUMBER] |
| Pool — available | [NUMBER] |
| Convertibles outstanding | [CURRENCY] [AMOUNT] across [NUMBER] instruments |
| Maintained by | [NAME] |
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 | Pool authorised but not yet granted | The line founders most often omit — investors always count it |
| Yes | Convertible instruments as converted | Model at the cap and at the expected round price |
| Yes | Warrants and any other subscription right | |
| Yes | Shares or equity promised but not documented | Verbal and offer-letter commitments are real |
| [Model separately] | Phantom or cash-settled units | Not shares, but a real claim on exit proceeds |
| [Model separately] | Anti-dilution adjustments not yet triggered | Show the down-round case if plausible |
| No | Options lapsed and returned to the pool | They sit in the available pool line |
1.1Phantom units deserve their own line. They confer no shares and so do not dilute percentages — but they are a claim on exit proceeds and they reduce what shareholders receive. A cap table that ignores them overstates the founders’ economics even though the percentages are right.
2. Cap Table
As at [DATE]
| Holder | Class | Shares | Options | Convertible (as converted) | Fully diluted | % issued | % FD | Invested | Notes |
|---|---|---|---|---|---|---|---|---|---|
| [FOUNDER A] | Ordinary | [NUMBER] | — | — | [NUMBER] | [%] | [%] | [AMOUNT] | [Vesting to DATE] |
| [FOUNDER B] | Ordinary | [NUMBER] | — | — | [NUMBER] | [%] | [%] | [AMOUNT] | [Vesting to DATE] |
| [ANGEL] | Ordinary | [NUMBER] | — | — | [NUMBER] | [%] | [%] | [AMOUNT] | |
| [INVESTOR] | [Preference] | [NUMBER] | — | — | [NUMBER] | [%] | [%] | [AMOUNT] | [1x non-participating] |
| [EMPLOYEES] | Ordinary | — | [NUMBER] | — | [NUMBER] | — | [%] | — | [See option register] |
| Pool available | Ordinary | — | [NUMBER] | — | [NUMBER] | — | [%] | — | Not yet granted |
| [CONVERTIBLE HOLDER] | — | — | — | [NUMBER] | [NUMBER] | — | [%] | [AMOUNT] | [Cap, discount] |
| Total | [NUMBER] | [NUMBER] | [NUMBER] | [NUMBER] | 100% | 100% | [AMOUNT] | ||
| [Phantom units] | Not shares | — | — | — | — | — | — | — | [NUMBER] units — cash claim on exit |
3. Round Model
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.
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.
For a mainland LLC, ownership is evidenced by the notarised Memorandum of Association and reflected on the trade licence. A cap table agreeing only to an internal register is agreeing to the wrong thing. For DIFC, ADGM and free zone entities, reconcile to the register that entity actually maintains.
Authorised-but-ungranted equity is counted by investors as though issued. Omitting it is the most common cap table error and it inflates founder percentages by exactly the margin that matters in a valuation discussion.
Cash-settled units confer no shares and do not dilute percentages, but they are a real claim on exit proceeds. A cap table ignoring them shows correct percentages and overstates what founders will actually receive. Model them in the waterfall.
Issues, transfers, option exercises, conversions and founder buybacks all require notarisation and authority approval. Treating the cap table as an internal document that can be updated later means the operative record and the spreadsheet diverge quietly.
It is not an administrative update. On the mainland it requires the same notarised process as any other issue, which is precisely why option schemes are impractical there and why phantom plans are the usual answer.
Section 3 shows 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 founder dilution happens and investor dilution does not.
Where the next round prices well above the cap, early convertibles take substantially more than the headline terms suggest. Show conversion at the cap and at the expected round price, and total the aggregate across all instruments.
Equity promised in a hiring conversation or an offer letter and never granted is a real commitment that appears in diligence and must be honoured. Keep it as a visible line rather than an unrecorded intention.
Liquidation preferences are paid first, and a participating preference takes both the preference and a pro rata share. At modest exit values that can leave founders and option holders with very little. Run realistic exit values, not only the optimistic one.
A movement crossing the significant-interest threshold changes the registrable controller position, with a filing obligation on the change rather than at renewal. It is checked in banking and licensing, and it is routinely stale.
Versions held by the founder, the finance lead and the investors diverge within months. Nominate one owner, update on every event rather than before a financing, and circulate from that source.
A cap table showing preference shares where the constitution recognises only one class means one of the two is wrong. This is common where an agreement was negotiated but the constitutional document was never amended.
A dated cap table at each financing, retained with the resolutions and approvals, makes future diligence straightforward and lets anyone reconstruct how the position evolved. Overwriting a single live file loses that entirely.
Some entity types carry limits on the number of members, and on the mainland the shareholders are recorded on the trade licence itself. Both need checking as ownership fragments through secondary sales or option exercises.
Reflects UAE requirements current as of {{DATE OF USE}}. Notarisation and approval requirements, filing deadlines, UBO obligations and free zone and financial free zone share mechanics all change — have the cap table reviewed alongside the constitutional documents 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.