Get a free, founder-ready cap table template in Excel to track ownership, model dilution, and prepare for fundraising. Learn what to include, how to maintain it, and which free templates actually work for early-stage startups.
You’ve incorporated your company. You’ve split equity with your co-founder. Now an angel investor wants to invest $50K. How much equity should they get? What will your ownership be after? You need a cap table—but building one from scratch is complex and error-prone.
A cap table (capitalization table) is the single most important document for tracking who owns what in your company. It shows every shareholder, their share count, ownership percentage, and how these change across funding rounds. Get it wrong, and you’ll face confusion during fundraising, tax complications, and potentially catastrophic mistakes in dilution calculations.
The good news: you don’t need expensive software at the pre-seed and seed stage. A well-structured Excel template handles everything you need until Series A. This guide provides multiple free cap table templates and shows you exactly how to use them.
What a Good Cap Table Template Must Include
A founder-grade cap table template should track these core elements:
1. Shareholder Information
- Name of each shareholder
- Type of security held (common stock, preferred stock, options, warrants)
- Number of shares owned
- Price paid per share
- Date of issuance
2. Ownership Calculations
- Current share count per shareholder
- Percentage ownership (pre-diluted and fully diluted)
- Automatic recalculation after new rounds
3. Multiple Funding Rounds
- Founder/common shares
- Angel or pre-seed round
- Seed round
- Series A, B, C (for planning)
- Convertible notes and SAFEs (pre-conversion tracking)
4. Employee Equity Pool (ESOP)
- Total option pool percentage
- Vested vs. unvested options
- Individual employee grants
- Vesting schedules
5. Dilution Modeling
- Impact of new funding rounds on existing shareholders
- Pre-money vs. post-money valuation scenarios
- Multiple scenario modeling (conservative, target, optimistic valuations)
6. Exit/Waterfall Analysis
- Distribution of proceeds at various exit valuations
- Liquidation preferences impact
- Founder take-home at different exit prices
- Investor ROI calculations
Top Free Cap Table Templates for Founders
Here are the best free Excel cap table templates available, each with different strengths:
1. Carta Free Cap Table Template
Best for: Early-stage founders (pre-seed to seed)
What it includes:
- Simple, clean interface
- Pre-seed through Series A modeling
- Option pool tracking
- Basic dilution calculations
Download: carta.com/learn/resources/cap-table-template
Why use it: Carta is the industry standard for cap table management software. Their free Excel template is simplified but professionally designed. When you eventually upgrade to paid software, Carta’s learning curve is minimal since you’ll already understand their structure.
2. Alexander Jarvis Ultimate Cap Table Template
Best for: Founders who want advanced features including waterfall analysis
What it includes:
- Convertible notes with conversion modeling
- Seed through Series C rounds
- ESOP/option pool ledger
- Waterfall returns analysis at multiple exit scenarios
- Restricted stock tracking
Download: alexanderjarvis.com/ultimate-startup-cap-table-and-return-analysis-template
Why use it: This is the most comprehensive free template available. It includes a full exit waterfall analysis so you can calculate exactly what you’ll earn at different exit valuations. The template handles convertible notes converting into different rounds, which most basic templates don’t support.
Bonus feature: Integrated returns analysis shows investor ROI and founder take-home at exits ranging from $10M to $200M+.
3. Slidebean Cap Table Template
Best for: Visual learners who want color-coded, easy-to-read formatting
What it includes:
- Founding stage through five additional rounds
- Color-coded by funding round
- Up to 6 different roles (founders, advisors, employees)
- Acquisition scenario modeling
- Return on investment calculations for each investor
Download: slidebean.com/tools/cap-table-template-for-startups
Why use it: Slidebean’s template prioritizes visual clarity. Each funding round is color-coded, making it easy to see at a glance how ownership has shifted. The acquisition modeling section is particularly useful for understanding what everyone makes if you exit.
4. The VC Corner Series A & B Template
Best for: Founders approaching or in Series A/B who need sophisticated modeling
What it includes:
- Series A and B specific guidance
- Option pool dilution modeling (pre-money vs. post-money)
- Waterfall analysis
- Exit scenario planning
- Term sheet negotiation support
Download: thevccorner.com/p/series-a-b-cap-table-template
Why use it: This template is specifically designed for the Series A/B stage where cap tables become complex. It models the “option pool trap” where investors force you to create new pools pre-money, diluting founders instead of investors. Essential if you’re negotiating term sheets.
5. Fidelity Private Shares Template
Best for: Founders who want a template with tutorial guidance
What it includes:
- Pre-seed through Series A
- Example scenarios built in
- Basic modeling tools
- SAFE and convertible note tracking
- Spreadsheet-based and customizable
Download: Via Fidelity Private Shares (available through their startup resources)
Why use it: Fidelity’s template includes example scenarios that show you how to fill it out correctly. If you’ve never built a cap table before, this is a great learning tool.
6. Eqvista Free Cap Table Template
Best for: Simple, straightforward tracking without advanced features
What it includes:
- Basic ownership structure
- Capital committed tracking
- Shareholder listings by type (founders, executives, employees, investors)
- Share type tracking
Download: eqvista.com/cap-table/cap-table-template-examples
Why use it: If you just need a simple ledger without complex conversion calculations or scenario modeling, Eqvista’s template is clean and easy to use. Good for very early stage (just founders + maybe angels).
How to Set Up Your Cap Table Template: Step-by-Step
Step 1: Download and Review the Template
Choose one of the templates above based on your stage and complexity needs. Open it in Excel or Google Sheets and review all the tabs/sheets to understand the structure.
Common sheet names you’ll see:
- Summary: Overview showing current ownership
- Ledgers: Detailed transaction history by round
- ESOP: Employee option pool tracking
- Convertibles: SAFE and note tracking
- Scenarios: Exit and dilution modeling
Step 2: Input Founder Information
Start with the founding team:
For each founder, enter:
- Name
- Number of shares (typically 5,000,000-10,000,000 total, split among founders)
- Share class (usually “Common Stock”)
- Price per share (typically $0.0001 for founders)
- Date of issuance (incorporation date)
- Vesting schedule (if applicable—many founders vest over 4 years)
Example:
- Founder A: 4,000,000 shares (40%)
- Founder B: 4,000,000 shares (40%)
- Option Pool: 2,000,000 shares reserved (20%)
- Total: 10,000,000 shares
Step 3: Set Up Your Option Pool
Create an employee option pool, typically 10-20% of total shares:
Input:
- Total shares reserved for options
- Vesting schedule (standard is 4 years with 1-year cliff)
- Number of options granted to specific employees
- Strike price (exercise price per option)
Best practice: Create the option pool early so it dilutes founders before any investor rounds. This avoids creating the pool later and diluting investors (which they won’t accept).
Step 4: Add Angel or Pre-Seed Investors
If you’ve raised angel money, input each investor:
For each investor:
- Name
- Investment amount ($)
- Valuation (pre-money or post-money—be consistent)
- Number of shares purchased
- Price per share
- Date of investment
- Security type (Common, Preferred, Convertible Note, SAFE)
Example:
- Angel Investor: Invests $100K at $4M post-money valuation
- Post-money shares: 10,000,000
- Investor receives: $100K / $4M = 2.5% ownership = 250,000 shares
Step 5: Model Your Next Round
Use the scenario modeling section to plan your next fundraising round:
Input assumptions:
- Amount you want to raise
- Target valuation (pre-money or post-money)
- Option pool expansion (if needed)
The template will automatically calculate:
- New shares issued
- Dilution to existing shareholders
- Post-round ownership percentages
Example:
- Raising $2M at $8M pre-money valuation
- New investors get: $2M / ($8M + $2M) = 20% ownership
- Existing shareholders diluted by 20%
Step 6: Track Convertible Instruments
If you’ve raised via SAFEs or convertible notes, track them in a separate section:
For each instrument, record:
- Investor name
- Principal amount
- Valuation cap
- Discount rate
- Interest rate (notes only)
- Issue date
- Maturity date (notes only)
Then model conversion: Calculate how many shares they’ll receive when they convert during your next priced round.
Step 7: Run Exit Scenarios
Use the waterfall analysis section to model what everyone receives at different exit valuations:
Test scenarios:
- Small exit: $15M acquisition
- Medium exit: $50M acquisition
- Large exit: $100M+ acquisition or IPO
The template shows:
- Total proceeds to each shareholder class
- Founder take-home after investor liquidation preferences
- Investor returns (multiple on invested capital)
This helps you understand whether your current cap table structure aligns with your goals.
Best Practices for Maintaining Your Cap Table
Update Immediately After Any Equity Event
Don’t let your cap table go stale. Update it within 24 hours of:
- New investment closing
- Options granted to employees
- Shares vesting
- Shares repurchased or cancelled
- Convertibles converting
Set a reminder: Review and verify your cap table accuracy monthly.
Maintain Supporting Documentation
Your cap table is only as good as the documentation behind it. Keep these files organized:
Required documents:
- Stock purchase agreements
- SAFE or convertible note agreements
- Option grant agreements
- Board resolutions approving equity issuances
- 83(b) election forms (for founders with vesting)
Pro tip: Create a folder structure:
text/Cap Table Documentation
/Founders
- Founder Stock Purchase Agreements
- 83(b) Elections
/Investors
- Angel Round SPAs
- SAFE Agreements
- Convertible Notes
/Employees
- Option Grant Letters
- Exercise Notices
Use Consistent Valuation Methodology
Don’t switch between pre-money and post-money valuations mid-cap-table. Pick one and stick with it.
Pre-money method: Valuation excludes new investment
- Company worth $8M
- Raise $2M
- Post-money: $10M
- New investors own: $2M / $10M = 20%
Post-money method (now standard for SAFEs): Valuation includes new investment
- Company worth $10M post-money
- Raise $2M
- New investors own: $2M / $10M = 20%
Same result, but calculations differ. Be consistent.
Model Fully Diluted Ownership
Always show two views:
Current ownership: Actual shares outstanding today
Fully diluted ownership: All shares + all options + all convertible instruments
Investors want to see fully diluted because it shows the “real” ownership after all instruments convert.
Version Control Your Cap Table
Every time you make a significant change (new funding round, major option grants), save a new version:
Example naming:
CapTable_2024-01-15_Founding.xlsxCapTable_2024-06-10_AngelRound.xlsxCapTable_2024-11-20_SeriesA.xlsx
This lets you track historical ownership and revert if errors occur.
Reconcile with Legal and Accounting Records
Quarterly, have your lawyer or accountant review your cap table against official records:
- Certificate of incorporation
- Stock ledger (official company records)
- 409A valuation reports
- Tax filings
Discrepancies between your cap table and legal records cause major problems during due diligence.
When to Graduate from Excel to Cap Table Software
Excel templates work well through seed stage, but eventually you’ll need dedicated software. Upgrade when:
1. You have 15+ shareholders: Excel becomes unwieldy with many small investors
2. You’re approaching Series A: Institutional investors expect professional cap table management
3. You have complex convertibles: Multiple SAFEs/notes with different terms become error-prone in Excel
4. You need 409A valuations: Cap table software integrates with valuation providers
5. You’re granting frequent employee options: Manual option tracking doesn’t scale
Popular cap table platforms:
- Carta: Industry standard, $2,500-$5,000/year for early-stage
- Pulley: Simpler, cheaper ($200-$500/month), good UI
- Capshare: Free basic version, paid tiers for advanced features
- AngelList RUV: For rolling funds and syndicates
Common Cap Table Mistakes (and How to Avoid Them)
Mistake #1: Not Creating an Option Pool Early
Founders wait until they need to hire employees to create an option pool. Then they’re forced to carve it out of their existing ownership, diluting themselves unnecessarily.
Fix: Create a 10-20% option pool at incorporation, before any investor rounds. This dilutes founders only, not investors.
Mistake #2: Forgetting to Update After Vesting Events
Founders and employees typically vest over 4 years. As shares vest, your cap table should reflect this.
Fix: Set quarterly reminders to update vested vs. unvested shares.
Mistake #3: Mixing Share Classes Improperly
Common stock and preferred stock have different rights. Mixing them in the same calculation creates errors.
Fix: Track each share class separately, then aggregate for total ownership.
Mistake #4: Ignoring Accrued Interest on Convertible Notes
Notes accrue interest that converts into equity. Many founders forget to add this to the conversion calculation.
Fix: Use a template with built-in interest accrual calculations (like the Alexander Jarvis template).
Mistake #5: Not Modeling Dilution Before Fundraising
Founders start pitching Series A without understanding how much dilution they’ll face.
Fix: Before every fundraising, model 3 scenarios (low, medium, high valuation) to understand dilution impact.
Frequently Asked Questions
Do I need a cap table before I incorporate?
No. Create your cap table immediately after incorporation when you issue founder shares. Before incorporation, there’s no equity to track.
Should I use Excel or Google Sheets for my cap table?
Both work. Excel has better formula capabilities and is faster for complex calculations. Google Sheets is better for collaboration (multiple people can access simultaneously). Most templates work in both.
How often should I update my cap table?
Update immediately after any equity event (investment, option grant, vesting). Review for accuracy monthly. Reconcile with legal records quarterly.
Can I share my cap table with investors during fundraising?
Yes, investors expect to see your cap table during due diligence. However, redact sensitive information like employee names (just show “Employee 1, 2, 3”) and specific option grant details. Show only aggregate ownership percentages.
What’s the difference between pre-money and post-money cap tables?
Pre-money shows ownership before a new investment. Post-money shows ownership after the investment. Most investors want to see the pro forma (post-money) cap table showing their ownership after the round closes.
Do I need a lawyer to create a cap table?
No, you can create it yourself using templates. However, have a lawyer review it before any fundraising round to ensure accuracy and compliance with your legal documents.
