What is a Cap Table?
A capitalisation table (cap table) is the definitive record of who owns what in a company. It lists all shareholders, the number and class of shares they hold, and their ownership percentage. A clean, accurate cap table is essential for fundraising, employee options, and eventual exit or IPO.
Key Cap Table Stakeholders
- Founders: Typically hold the majority at inception. Ownership dilutes with each funding round.
- Investors: Angels, VCs, and strategic investors who have participated in funding rounds.
- Option Pool / ESOP: Reserved shares for employee stock option grants. Typically 10–20% of fully diluted shares.
- Employees: Individuals who have been granted and vested options or shares.
Luxembourg Cap Table Specifics
Luxembourg SARLs track shareholders in the "registre des associés" (register of members). Each transfer of shares requires a notarial act or at minimum a written agreement registered with the RCS. For startups using SARLs with frequent share issuances, converting to an SA before a Series A is common practice.