Cap Table Series A Checklist (Due Diligence Prep)
last updated: Apr 15, 2026
Raising a Series A requires more than a pitch deck. Venture capitalists will dissect your capitalization table looking for dead equity and structural flaws. Use this guide to clean your ownership records before due diligence exposes red flags that could kill your term sheet.
TL;DR
A cap table Series A checklist maps out your fully diluted shares, unissued options, and convertible instruments prior to institutional funding. Auditing these records early ensures investors understand exactly what they are buying and prevents costly legal delays during due diligence.
Glossary
- Fully diluted shares: The total number of outstanding shares if all options, warrants, and convertible notes were exercised.
- Pro forma cap table: A financial model showing how a proposed funding round will impact the current ownership structure.
- Post-money valuation: A company's estimated worth immediately after outside financing is added to its balance sheet.
How to audit your cap table
- Verify foundational documents. Ensure every stock issuance ties back to a board consent and a signed purchase agreement. Investors will ask for a SaaS cap table audit checklist mapped directly to your corporate binder. Missing signatures stall a round for weeks.
- Audit convertible instruments. Tally all Simple Agreements for Future Equity (SAFEs) and convertible notes. Reference the standard Y Combinator SAFE documents to verify conversion triggers, valuation caps, and discount rates.
- Review the option pool. Calculate your remaining unissued options. You will likely need to expand this pool to cover the next 18-24 months of key hires.
- Check founder vesting. Standard founder shares are subject to 4-year vesting schedules with a 1-year cliff, as outlined in Cooley GO's founder stock basics. If you lack a repurchase agreement, execute one now.
The asset
Your core asset for this process is a finalized pro forma model. Build it using a standard cap table template to map out founder dilution before you negotiate terms with investors.
Benchmarks
- Option pool size: Target option pools generally fall in the 10-15% range post-money, according to Holloway's equity compensation guide.
- Founder vesting: Standard schedule is a 4-year term with a 1-year cliff.
- Due diligence timeline: Clean your records 60-90 days before expecting a term sheet.
Sample math.
If you have 8-10 million outstanding shares and need to hit a 10-15% option pool on a 12 million fully diluted post-money base, you must authorize roughly 1.2-1.8 million new options before the round closes.
Priced round vs convertible note
A priced round sets a definitive valuation for your equity, issuing preferred stock to investors at a fixed price per share. A convertible note delays valuation, acting as debt that converts into equity during the next priced round. Investors scrutinize convertible notes during Series A due diligence because stacked notes with varying valuation caps can cause unexpected, massive founder dilution.
Risks
- Dead equity: Leaving unvested shares without a repurchase right gives departing founders a free ride and kills early-stage leverage.
- Missing signatures: Unsigned 83(b) elections or board consents can halt your funding round entirely.
- Cap table math errors: Miscalculating fully diluted shares leads to inaccurate pro forma models, angering investors when the real dilution hits.
Will a clean cap table get you to $10K MRR?
Mastering your equity records is mandatory, but a clean cap table alone will not get you to $10k MRR or close a Series A. You must have a strong go-to-market strategy and low churn to secure funding. Fix your foundation, then focus relentlessly on revenue-generating tactics like those in Traction OS.
FAQ
- You:What is the biggest red flag in a Series A cap table?Guide:Dead equity is the most common dealbreaker. This happens when early advisors or departed co-founders hold large percentages of the company without contributing ongoing value.
- You:How far in advance should I clean my cap table?Guide:Start auditing your records at least 60-90 days before you plan to sign a term sheet. Fixing legal discrepancies takes time and requires tracking down signatures from past stakeholders.
No-BS guides
📉 Avg founder's probability: 12%
What if your startup is doomed to fail? ò_ô
You spent 5 minutes reading about tactics. Don't leave without checking if your current strategy can get you to $10K MRR in the next 90 days.