AI Cap Table Generator
Understand Your Ownership Structure Clearly
A clean cap table is essential for any company with multiple stakeholders. Our AI generator builds a comprehensive ownership breakdown showing exactly who owns what — founders, investors, and option pool — at each stage of the company's history. See how each funding round affected ownership and model how future rounds will dilute existing shareholders. Clear cap table management prevents disputes and simplifies fundraising.
Model Dilution Before It Happens
Understanding dilution is critical for making smart fundraising decisions. Our generator models future funding scenarios to show how proposed rounds would affect everyone's ownership. Before accepting a term sheet, see exactly how the new investment changes your cap table — what percentage founders retain, how much existing investors are diluted, and whether the option pool allocation is coming from pre or post-money.
Frequently Asked Questions
What is a cap table?
A capitalization table (cap table) is a spreadsheet that shows the equity ownership breakdown of a company. It lists all shareholders — founders, investors, employees with options — along with their share counts, ownership percentages, and the value of their stakes. Cap tables are essential for fundraising, equity grants, M&A transactions, and understanding how each funding event affects ownership distribution.
What is dilution and how does it affect founders?
Dilution occurs when new shares are issued (typically during fundraising), reducing existing shareholders' ownership percentages. If founders own 100% of 1M shares and issue 250K new shares to investors, founder ownership drops to 80%. However, their shares are typically worth more because the company received capital and increased in value. The key metric is whether the value of your smaller percentage exceeds your previous larger percentage.
What is fully diluted ownership?
Fully diluted ownership counts all shares that could exist — outstanding shares plus all options, warrants, and convertible instruments as if they were exercised or converted. This is the true picture of ownership that investors use. If founders hold 6M shares, investors hold 2M, and the option pool has 2M shares, the fully diluted count is 10M shares and founders own 60% on a fully diluted basis.
How big should the employee option pool be?
Typical option pools range from 10-20% of fully diluted shares at founding, often expanding at each fundraising round. Investors usually require a pool large enough to cover 18-24 months of hiring. The pool typically comes from pre-money ownership, effectively diluting founders more. Negotiate pool size based on your actual hiring plan rather than accepting a default percentage that may be larger than necessary.
When should I formalize my cap table?
Formalize your cap table from day one — even if it is just the founders. Document every equity transaction: founder shares, advisor grants, employee options, investor rounds, and convertible instruments. A messy cap table creates problems during fundraising and due diligence. Our generator helps you build a clean, organized cap table, but for legal purposes, use dedicated cap table management software like Carta or Pulley.
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