Startup Cap Table Template
Every row cites the document the holder signed and the board consent that authorised it, because a row with no consent is not stock.
Free download · No account needed
Instrument Register
[Company], Inc. — reconciled as at [date]
One row per instrument, not per holder. Built from the documents before any cap table is opened.
| ID | Holder | Instrument | Class | Shares per document | Instrument ref | Authorising consent | Shares per consent | Authorisation | Consideration received |
|---|---|---|---|---|---|---|---|---|---|
| IN-01 | — | — | — | — | — | — | — | — | — |
| IN-02 | — | — | — | — | — | — | — | — | — |
| IN-03 | — | — | — | — | — | — | — | — | — |
| IN-04 | — | — | — | — | — | — | — | — | — |
Two source references, and they are different questions
| The instrument | What the holder signed. A purchase agreement, a grant notice, a warrant, a convertible |
| The authorisation | What the company did. A board consent setting the number, the recipient and the consideration |
| When they disagree | The authorisation decides, and the register records both numbers rather than picking one |
Filling in the second column from the first is the mistake this register exists to prevent. If no consent has been located the field stays empty and the row is flagged. It is never inferred from a signed agreement.
A cap table is not a spreadsheet. It is a claim about what a folder of signed documents says, and the spreadsheet is a cache of that claim which nobody has ever invalidated. So every cleanup that starts from the most recent version inherits whatever was already wrong with it. This pack reconciles the other way round: the register is built from the paper first, and every row carries both the instrument the holder signed and the board consent that authorised it.
Rillmore Labs is an invented Delaware seed company with two founders and eleven holders. Four spreadsheet versions were in circulation and they gave the same founder four different answers: 44.444 percent, 43.716, 40.404 and 40.000. Reconciled to the paper it is 41.026 percent on valid stock, which is 103 basis points above the current file, or about $287,000 of that founder's own position at a $28,000,000 post-money round. The most recent version was the furthest from the documents.
One row was the whole finding. An advisor held 150,000 shares under a signed purchase agreement, with the consideration paid and a certificate issued, and no board consent anywhere. Delaware fixes a stock issuance in a resolution of the board, so until somebody ratifies it the company has two share counts. No spreadsheet can show that. Separately a $450,000 SAFE worth 5.00 percent sat in the folder and in no version, which the conversion model prices.
What's in the pack
Instrument Register
One row per instrument built from the documents, each citing what the holder signed and the consent that authorised it.
Version Reconciliation
Every spreadsheet version kept and bridged to the reconciled position, with what it said and who received it.
Discrepancy Register
Findings by kind rather than by holder, with the share delta, the document that settles it, and who decides.
Consolidated Cap Table
Derived from the register rather than typed, with any unauthorised row shown below the outstanding common subtotal.
Fully Diluted View
Eight denominators computed side by side, so the published percentage carries the convention that produced it.
How a Share Becomes Valid
The four-minute method behind the rest: two source references, four kinds of discrepancy, and why order matters.
Discrepancy Notes
One note per finding, ordered by what it costs to resolve rather than by how many shares it moves.
Reconciliation Note
The two-page document that goes to an investor or to counsel: found, fixed, open, and out of scope.
How to use it
- 1
Open in River, or download it
Take the blank Word and CSV files away with no account, or install the pack in River and have the agent build the register from your own documents.
- 2
Send the documents before the spreadsheets
Charter and amendments, purchase agreements, the plan and every grant notice, board and stockholder consents, convertibles, exercise and termination records.
- 3
Check each issuance against its consent
Authorised, not located, or contradicted. A missing consent is never inferred from a signed agreement, and the flagged rows are the finding.
- 4
Then reconcile the versions to the register
Every version, including the ones that went to investors, bridged to the reconciled position rather than to the version after it.
Frequently asked questions
Is this template free?
Yes. Five sheets and three documents download as Word and CSV files with no signup and no credit card. "Edit with AI" is the optional path where the agent reads your own instruments and consents and builds the register from them. Other packs sit in the template library.
What format are the downloaded files?
Word documents (.docx) for the method, notes and reconciliation note, and CSV (.csv) for the Instrument Register, Version Reconciliation, Discrepancy Register, Consolidated Cap Table and Fully Diluted View, zipped together. They open natively in Word, Pages, Google Docs, Excel, Numbers and Sheets.
How is this different from a cap table spreadsheet template?
A blank grid assumes the numbers going into it are right, and the numbers are the problem. This one forces two fields no template carries: the instrument the holder signed, and the board consent that authorised it. A row with only the first is the most common serious defect there is.
What is putative stock?
Delaware's ratification statute defines it as shares that would be valid but for a failure of authorisation, or that the board cannot determine to be validly issued. In practice: a signed agreement, paid consideration, a certificate, and no board consent. From inside a spreadsheet it looks exactly like the row above it.
Can it fix a missing board consent?
No, and nothing should. Curing a failure of authorisation is a board action taken with counsel, and Delaware provides routes for ratification and for a determination by its Court of Chancery. The pack's job is to find it, size it, and name who decides. It is not legal or tax advice.
Does it handle SAFEs and convertible notes?
It registers them and prices their conversion in the Fully Diluted View, including any instrument the spreadsheet never knew about. For scenario work across several instruments with different caps and discounts, use the SAFE and note conversion model alongside it.
When should a founder do this?
Three weeks before diligence rather than during it, because everything here gets found eventually and the only question is who finds it first. It pairs with the term sheet explainer and the consents your board meeting pack produces. Where the founder rows are themselves unsettled, the founder equity split model comes first.
Find out which of your four cap tables is closest to the paper
Download the blank pack as Word and CSV files, or open it in River and have your own instruments and board consents read first, before any spreadsheet is opened.
Edit with AI