What does a clean cap table really mean? and how to do it…
Your company’s cap table offers a clear view into the inner workings and structure of your business. Think of it like looking under the bonnet of a car—it reveals how everything runs under the surface. For investors, this visibility is vital.
It shows the health of your business, the ownership structure, and how future investment might impact their potential stake.
A clean cap table is clear, accurate, and always up to date, acting as a single source of truth for your company’s equity structure. Cap table maintenance will ensure you stay in control. In short, a clean cap table means no surprises—for you, your shareholders, or investors.
Why does this matter?
For founders, the accuracy of your cap table directly influences your credibility with investors. It’s used to assess risk, calculate ownership, and get a better picture of what their investment into your company means for them.
If they spot errors, inconsistencies, or uncertainties, alarm bells may start ringing. These alarm bells can be enough to jeopardise your investment.
A clean cap table also ensures:
Transparency: This builds trust with stakeholders—investors, employees, advisors—by knowing exactly where they stand.
Speed: Accurate equity records can dramatically reduce delays during crucial processes such as due diligence, helping you to streamline the overall investment process.
Compliance: Ensuring all accounts are up-to-date is crucial to avoid costly repercussions from HMRC or Companies House.
Scalability: A messy cap table is a shaky foundation on which to build a business. As you raise more money, issue more shares, and hire more employees, the cracks in your cap table become more clear. A clean cap table helps you to scale your business with confidence.
How to keep your cap table clean
The good news is that a clean cap table is pretty easy to maintain, especially if you build good habits from day one.
Issue shares properly
It may sound obvious, but failure to follow the correct procedures when issuing shares early-on is one of the most common mistakes founders make. Every share should be:
Approved by the Board, and if necessary, by shareholders
Recorded and filed with Companies House within one month
Accompanied by a signed share certificate, issued within two months.
Verbal agreements won’t cut it—you’ll need to correctly file and document all shares for them to count towards your cap table.
Track all equity liabilities
From options to convertible loan notes (CLNs), anything that can convert into equity should be documented and tracked correctly. This helps you to know the trajectory of your cap table accurately, and understand exactly how much you have given away (even if it doesn’t sit on the cap table yet)
Use vesting schedules
Vesting can help protect your cap table from ‘dead equity’, which is when co-founders or employees leave early, but still occupy disproportionate space on your cap table.
Incorporating vesting schedules can ensure that people only keep what they have earned, keeping people aligned and reducing the space occupied by early leavers.
Use Roll-up vehicles
If you’re bringing in a group of angels or micro investors, a roll-up vehicle allows you to combine them into one group on your cap table, meaning your cap table stays clean and manageable.
Keep everything in one place
Nobody likes to delay investors when they ask for certain documents during due diligence, and so staying organised is key. Store all your agreements, certificates, and resolutions in a central location, such as an easily accessible digital data room, and keep investors impressed.
Avoid messy DIY spreadsheets
Eliminate spreadsheets to reduce the possibility of error when tracking your equity. One typo or missed formula—before you know it, the numbers simply don’t add up. Vestd’s digital cap table updates in real-time, reduces human error, and is easy to share with investors and legal professionals.
Why a clean cap table matters
A clean cap table isn’t just about looking good on paper, it’s about how your business functions at its core. It shows investors that you’re organised, trustworthy, and have thought seriously about how you expect to scale.
It also gives you complete clarity over your ownership structure, dilution, and equity strategy—it’s a win-win!
A clean vs messy cap table: what does this look like?
A clean cap table typically includes:
A clear breakdown of each shareholder’s name, type of shareholding, and percentage of ownership.
Time-stamped and organised records of share issuance.
Clear documentation of share price.
Details of dilution.
Transparent documentation of CLNs, options, and other equity liabilities.
Neatly grouped investors via vehicles where appropriate (e.g. roll-up vehicles).
A messy cap table might include:
Unverified or unsigned share certificates.
Shareholders not recorded or updated with Companies House.
Multiple micro-investors listed individually.
Equity liabilities not accounted for, such as missing unconverted CLNs.
Overdiluted founder shares.
Disorganised spreadsheets with errors or duplicate records.
Scattered and misplaced documents with little organisation.
The easiest way to stay on top of it all? Go digital with Vestd.
On Vestd, your cap table stays accurate, compliant, and always ready for your next raise. From issuing shares in a few clicks to managing employee share schemes, the platform keeps your equity structure in perfect order.
You can also set up Roll-up Vehicles to streamline your cap table, manage your S/EIS advance assurance application, and handle investor communications seamlessly via InVestd Raise—all in one place.
With two-way integration with Companies House, Vestd eliminates the admin and paperwork, so you stay in control without the headaches.
So, whether you’re raising, hiring, or scaling—start by cleaning your cap table.
Your future self (and your investors) will thank you.
P.S. Want a discount? Use code: HOTBED for 10% off year 1 on all subscriptions at Vestd!