Fundraising

Cap Table

6 min readUpdated

What it does

The Cap Table module in Nautis tracks who owns your company. You set up share counts and a par value, add your founders, investors, employees, advisors, and option pool, issue equity, record financing rounds, and model what future rounds or exits would do to everyone's ownership.

Who can use it

  • Anyone with read access to the Cap Table module can view stakeholders, ownership, and scenarios.
  • Adding stakeholders, issuing equity, and editing settings need create or update permission.
  • The Cap Table must be enabled on your plan.

Where to find it

From the sidebar, open Fundraising and click Cap Table.

Step by step

First-time setup

  1. Pick your Currency for share value tracking.
  2. Enter Total Authorized Shares — the maximum number of shares your company is authorized to issue. This must be greater than zero.
  3. Enter Par Value Per Share — the nominal value (often $0.0001 or $0.001 for Delaware C-corps).
  4. Optionally set:
    • Option Pool Size Percentage — between 0% and 50% reserved for employees and advisors.
    • Incorporation Date, Incorporation State, and Company Type for legal records.
  5. Add at least one Initial Shareholder. For each, enter their Name, optional Email, Type (Founder, Investor, Employee, Advisor, Consultant, or Other), and the Shares they hold.
  6. Click + Add Another to keep adding founders before you finish.
  7. Click Complete Setup.

Your cap table is now live and the Overview tab loads with your starting ownership.

Step by step

Read the Overview

The Overview tab is your at-a-glance dashboard:

  • A pie chart of ownership by stakeholder.
  • Totals for issued shares, authorized shares, fully diluted shares, and the option pool.
  • Stakeholder breakdown by type (Founders vs Investors vs ESOP).
  • Recent transactions and key alerts (for example, if you've issued more than authorized).

Use the Refresh button in the page header to pull the latest numbers. The Export All Data (JSON) button downloads a full backup of your cap table for safekeeping or migration. Import All Data (JSON) restores a previous export.

Step by step

Add a stakeholder

  1. Open the Stakeholders tab.
  2. Click Add Stakeholder (or + Add New Stakeholder).
  3. Fill in the Add New Stakeholder dialog:
    • Full Name * — required.
    • Email Address — optional, used for notifications and reports.
    • Stakeholder Type * — pick Founder, Investor, Employee, Advisor, Consultant, or Other.
    • Title/Position — for example CEO, CTO, Lead Investor.
    • Address — used for legal documents and tax reporting.
    • Tax ID / SSN — stored securely; needed for tax forms.
    • Notes — anything you want to keep on file.
  4. Click Create Stakeholder.

You can edit or remove a stakeholder later from the same tab.

Step by step

Record an equity round

  1. Open the Equity tab. This is where you manage equity instruments (common stock, preferred stock, options, warrants, SAFEs, convertible notes).
  2. Click Create Instrument (or the equivalent Add button).
  3. For a priced round, pick Preferred Stock, set the share count, price per share, and liquidation preference, then assign the shares to the new investor stakeholders.
  4. For a SAFE or convertible note, pick that instrument type and record the principal, discount, and valuation cap. Use the Conversions tab later when the note converts into shares.
  5. For an employee grant, pick Stock Options and the number of options, with vesting details if you track them.
  6. Save the instrument. Nautis recalculates ownership and updates the Overview pie chart.
Step by step

View ownership %

  • The Overview tab pie chart shows ownership broken down by stakeholder.
  • The Stakeholders tab table shows each stakeholder's issued shares, percent ownership, and fully diluted percent.
  • The Equity tab groups holdings by instrument type so you can see how much is common, preferred, options, and so on.
  • The Transactions tab is a full history of every share issuance, transfer, and cancellation.
Step by step

Model a dilution scenario

  1. Open the Scenarios tab.
  2. Click Create Scenario to build a model.
  3. In the scenario builder, add what changes you want to test — for example, a new investor putting $2M in at a $10M pre-money, or a 10% pool top-up, or an exit at $50M.
  4. Save the scenario.
  5. Click the scenario to open the comparison — Nautis shows current ownership against the post-event ownership side by side, including dilution per stakeholder.
  6. Use the Waterfall view on an exit scenario to see how proceeds split between preferred holders, common holders, and the option pool given liquidation preferences.

Scenarios are sandbox-only — they don't change the live cap table until you actually record the round.

Step by step

Handle SAFE and note conversions

  1. Open the Conversions tab.
  2. Pick the instrument you want to convert and the round it's converting into.
  3. Nautis calculates the resulting share count using your discount, valuation cap, and the round price.
  4. Confirm to record the conversion as a transaction in the live cap table.
Step by step

Store and share documents

  1. Open the Documents tab.
  2. Upload share certificates, board consents, stock purchase agreements, side letters, 409A reports, and option grant notices.
  3. Tag a document with the stakeholder or instrument it belongs to so it's easy to find from the rest of the cap table.
Step by step

Export your cap table

  1. From any tab, click Export All Data (JSON) in the page header. This saves a complete export (stakeholders, instruments, transactions, scenarios, documents) so you can back up or hand off to legal counsel.
  2. For specific exports (a CSV stakeholder roster, a per-instrument summary), use the Export button inside each tab where available.
Step by step

Company settings

The Settings tab is where you change the company-level numbers you set in the wizard.

  • Update Total Authorized Shares if your board approves an increase.
  • Adjust Par Value Per Share or Currency if needed.
  • Change the Option Pool Percentage when you expand the ESOP — this triggers a recalculation on the Overview.

Tips & limits

  • Always increase Total Authorized Shares first if you're about to issue more than what's authorized — Nautis warns you, but the change needs board approval in real life.
  • Use Scenarios before you sign a term sheet. It's the cheapest way to spot bad math.
  • Keep stakeholder Email filled in so you can later send reports and consents from Nautis.
  • Treat the JSON export as your portable backup — it's the easiest way to move data between environments.

Frequently asked questions

Do I need to set up the cap table before I create a fundraising round?

No, but it makes life easier. The Fundraising CRM tracks who's committing capital; the Cap Table records what they actually own once you close. They work better together when both are set up.

Can multiple people edit the cap table?

Yes, anyone with update permission on the Cap Table module can edit. Every change is recorded in the Transactions tab so you can see who did what and when.

What if I made a mistake during setup?

Open the Settings tab to fix company-level numbers. For stakeholder mistakes, edit or delete the stakeholder in the Stakeholders tab. For wrongly-issued equity, use the Transactions tab to correct it.

Does Nautis generate share certificates?

You can upload certificates and supporting documents into the Documents tab, but Nautis doesn't auto-generate legal share certificates — your lawyer or formation agent issues those.

How are SAFEs and convertible notes shown?

They appear as equity instruments without share counts until they convert. The Conversions tab is where they turn into preferred or common shares using the agreed discount and cap.

Still need help?

Our team answers every message. Already a customer? Open a support ticket from inside Nautis.