Stakeholder ledger
Founders, investors, employees, advisors, consultants, and option pool — all in one ledger.
Cap Table: cap table management from first shares to exit waterfall
Track who owns your company. Set up share counts and a par value, add 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.
- Stakeholder types6
- ModelsIssuance + Conversions + Scenarios
- BackupFull JSON
app.nautis.io/cap-table
What is Cap Table?
Cap table management means keeping an accurate record of who owns your company and testing how that changes before you agree to anything. The Nautis Cap Table holds stakeholders, share classes, options, SAFEs and notes, tracks issued and fully diluted ownership, converts instruments into a priced round, and runs sandbox scenarios with a waterfall view for exits. It's on Voyage and Fleet.
A cap table goes wrong slowly. A SAFE recorded in an email, an advisor grant nobody wrote down, an option pool sized in a term sheet but never entered. Then a lead investor's lawyer asks for the fully diluted table and you spend a weekend rebuilding it. The fix is boring: enter things when they happen.
Setup takes one form. Pick a Currency, enter Total Authorized Shares and Par Value Per Share (often $0.0001 or $0.001 for a Delaware C-corp), optionally an Option Pool Size Percentage between 0% and 50%, then add at least one initial shareholder and click Complete Setup. The Overview tab shows a pie chart, issued, authorized and fully diluted totals, the option pool, a split by stakeholder type, and alerts such as issuing more than you've authorized.
Most of the work happens on five tabs. Stakeholders for people, with six types from Founder to Other. Equity for instruments: common, preferred, options, warrants, SAFEs and convertible notes. Transactions for the history of every issuance, transfer and cancellation. Conversions for turning SAFEs and notes into shares. Scenarios for what-ifs. For the bigger picture of how this fits a raise, see startup fundraising software.
Built for
- Founders tracking ownership from day one
- Operators preparing for a priced round
- Founders modelling exit and dilution scenarios
Capabilities
What you can do with Cap Table
Everything ships out of the box. No setup, no plugins, no extra tools.
Issuance & rounds
Issue equity, record SAFEs and notes, run conversions, and capture priced rounds.
Scenarios & dilution
Model what a future round or exit does to ownership before you sign anything.
Pie + breakdown views
Pie chart of ownership, totals across issued / authorized / fully diluted, type breakdowns, transaction history.
Full JSON import/export
Back up your cap table or migrate to/from another tool with structured exports.
Use cases
How startups use Cap Table
Two founders and three SAFEs
Enter both founders at setup. On Equity, add each SAFE with its principal, discount and valuation cap. They sit as instruments without share counts until they convert, which is exactly how you'd want to see them before a priced round.
Checking a term sheet before you sign
On Scenarios, click Create Scenario and model the offer, for example $2M in at a $10M pre-money plus a 10% pool top-up. Open it to see current ownership beside post-round ownership and the dilution for each stakeholder. Scenarios don't touch the live table.
Closing the round
Create a Preferred Stock instrument with share count, price per share and liquidation preference, and assign shares to the new investors. Then use Conversions to turn each SAFE into shares at the round price, using its discount and cap. Each conversion is recorded as a transaction.
Seeing what an exit means for common
Build an exit scenario, say at $50M, and open the Waterfall view. It splits proceeds between preferred holders, common holders and the option pool given liquidation preferences. Run it before an acquisition conversation, not during one.
Keeping the paperwork with the numbers
Upload share certificates, board consents, stock purchase agreements, side letters, 409A reports and option grant notices on Documents, and tag each to its stakeholder or instrument.
Quick start
From zero to using Cap Table
- 1
Run first-time setup
Set currency, total authorized shares, par value, optional pool size, and add initial shareholders.
- 2
Read the Overview
Pie chart, totals, and type breakdowns load on the Overview tab.
- 3
Add stakeholders and issue equity
Add each stakeholder and type, then issue shares or options from the Equity tab.
- 4
Run scenarios
Model a priced round or exit and see the dilution impact across the table.
Cap table management in a spreadsheet vs Nautis vs a dedicated equity platform
A spreadsheet works until the first conversion. A dedicated equity platform goes further on legal administration. Nautis sits between them, next to your raise.
| Need | Spreadsheet | Nautis Cap Table | Dedicated equity platform |
|---|---|---|---|
| Issued and fully diluted ownership | Formulas you maintain | Overview and Stakeholders tabs | Yes |
| SAFE and note conversions | Manual maths | Conversions tab with discount, cap and round price | Yes |
| Round and exit scenarios | Copy the sheet | Scenarios with side-by-side dilution and a Waterfall view | Usually yes |
| History of every change | Version history, if you're lucky | Transactions tab | Yes |
| Share certificates and legal admin | No | Store documents; doesn't generate certificates | Often generates and manages them |
| Sits next to the raise, data room and readiness | No | Same workspace | Usually separate |
Plans and limits
- The Cap Table is on Voyage and Fleet only, not Launch. See pricing.
- Viewing needs read access to the Cap Table module; adding stakeholders, issuing equity and changing settings need create or update permission.
- The 14-day trial with no card starts on Launch, which doesn't include the cap table.
What Cap Table doesn't do
- It doesn't generate legal share certificates. Your lawyer or formation agent issues those; you upload them.
- It's a working cap table. Reconcile it with your counsel of record at each priced round rather than treating it as the legal register.
- A dedicated equity management platform will often go deeper on administration, such as certificates and compliance filings. If that's the job, pick one.
- Raising authorized shares is a setting in Nautis but needs board approval in real life. Nautis warns you when you're over; it can't approve it for you.
Cap Table questions
What is cap table management for an early-stage startup?+
It's keeping one accurate record of who owns what, including SAFEs, notes and options that haven't converted yet, and using it to check new deals before you sign. At pre-seed it's a short list. Before a priced round, expect investors to ask for the fully diluted version.
When should I set up a cap table?+
The day you issue founder shares. It's far easier to keep a table accurate from the start than to rebuild it from emails when a lead investor asks for it.
Can I move my existing cap table into Nautis?+
Import All Data (JSON) restores a Nautis export. For a table that lives somewhere else, set up the company and enter stakeholders and instruments, then run Export All Data (JSON) to keep a backup.
How does this relate to the Equity Calculator?+
The Equity Calculator proposes the founder split. The Cap Table records the shares once you've agreed it, and then tracks everything that dilutes it.
Can I export a stakeholder list for my lawyer?+
Yes. Export All Data (JSON) saves everything: stakeholders, instruments, transactions, scenarios and documents. Some tabs also have their own Export button for narrower files such as a CSV stakeholder roster.
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. 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.
Does this replace my legal cap table?+
It's a working cap table, exportable and good for day-to-day modelling. Reconcile it with your counsel of record at every priced round.
Can I back up my cap table?+
Yes. Use Export All Data (JSON) to download a full backup, or Import All Data (JSON) to restore one. Run an export before any major change.
Which plans include the Cap Table?+
Voyage and Fleet. It isn't on the Launch plan.
Can I model an exit scenario?+
Yes — the Scenarios tab lets you model future rounds and exits to see how dilution affects every stakeholder before you sign anything.
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