Guide: SaaS Cap Table Checklist (The Due Diligence Audit)
last updated: Feb 10, 2026
Investors do not care about your vision if your equity math is broken. This due diligence audit prevents the "we found a discrepancy" email that kills deals or slashes your valuation by 20%.
TL;DR: The Cheat Code
A SaaS Cap Table Checklist is a systematic forensic review of every share, option, and convertible note issued by your company. Its goal is to ensure 100% accuracy before opening your data room to investors.
How to read this: Use the checklist in "The Asset" to audit your current documents. Use the "Benchmarks" to verify your math.
- Rule: If a share issuance is not signed by the board and stored in a data room, it does not exist.
- Warning: Missing an 83(b) filing is usually fatal to the founder's personal tax situation; there is no "fixing it" later.
- Action: reconcile your "Authorized" vs. "Issued" shares before sending a single email to VCs.
How to read this: Use the checklist in "The Asset" to audit your current documents. Use the "Benchmarks" to verify your math.
Glossary
- 83(b) Election: A tax filing made within 30 days of receiving equity. If missed, you pay tax on the future value of shares as they vest, not the (near-zero) value when granted.
- Fully Diluted: The total share count assuming every option is exercised and every convertible note converts. This is the only number investors care about.
- Vesting Schedule: The timeline on which you earn your equity. Standard is "4-year vesting with a 1-year cliff" (0% for 12 months, then 25% at once).
- Pro Rata Rights: The right of an investor to maintain their percentage ownership in future rounds by buying more shares.
The Asset: The Checklist
Run this audit annually and immediately before raising capital. Do not trust your spreadsheet. If you need a starting point, download our Cap Table Template.
Phase 1: The Founder Safety Check
Founding Stock Verification
Phase 2: Employee & Advisor Equity
The "Phantom" Option Pool
Phase 3: The Debt Landmines
Convertible Note Interest Calculation
Phase 1: The Founder Safety Check
Founding Stock Verification
- Do you have a signed "Stock Purchase Agreement" for your own shares?
- The Trap: Many founders incorporate but never actually "issue" the stock to themselves legally.
- Proof: Locate the Board Consent approving the issuance and the bank record of you paying for the shares (even if it was $10).
- Did every founder file an 83(b) election with the IRS within 30 days of purchase?
- The Check: Locate the stamped certified mail receipt.
- Severity: If missing, you cannot fix this. As Section 83 of the IRC dictates, you may be taxed on the full value of the shares as they vest, potentially creating a massive tax bill you cannot pay.
Phase 2: Employee & Advisor Equity
The "Phantom" Option Pool
- Reconcile your three pool numbers using an Option Pool Calculator:
- Authorized: Total shares set aside by the Board (e.g., 1,000,000).
- Granted: Shares actually promised to employees (e.g., 600,000).
- Available: The remainder (e.g., 400,000).
- Common Error: Double-counting. Founders often promise 1% to an advisor but forget to deduct it from the "Available" pool until the legal paperwork is signed.
- Check every grant for the standard "1-year cliff".
- The Trap: Non-standard acceleration clauses (e.g., "If I get fired, I get everything"). Investors will force you to remove these, which angers early employees.
Phase 3: The Debt Landmines
Convertible Note Interest Calculation
- Notes are not static. They grow. You must calculate the accrued interest to know the real fully diluted share count.
- Action: Update your cap table to reflect the current accrued interest on all notes.
- Did you sign any "Side Letters" granting "Pro Rata Rights" or "MFN" (Most Favored Nation) status to early angels?
- Action: List these explicitly. They change the math of your Series Seed significantly. Check our Seed Term Sheet Template to see how these clauses typically look.
Benchmarks
Know these numbers before you negotiate. Errors here cost real equity.
Sample Math: The Interest Trap
If you raise $500,000 on a Convertible Note at 8% simple interest and don't convert for 24 months:
- Legal Cleanup Costs: $5,000–$25,000. If you wait until the term sheet to fix errors, rush fees and complexity multiply the cost. Vela Wood estimates initial cleanup and setup often runs into the thousands if neglected.
- Convertible Note Interest: 4–8%. Notes are not free money. They accrue interest (usually simple, sometimes compound) that converts into shares.
- Standard Vesting: 4 Years / 1 Year Cliff. 95% of Silicon Valley deals follow this. Deviating (e.g., immediate vesting) raises red flags.
Sample Math: The Interest Trap
If you raise $500,000 on a Convertible Note at 8% simple interest and don't convert for 24 months:
- Principal: $500,000
- Interest: $500,000 x 0.08 x 2 years = $80,000
- Result: That $80,000 converts into equity. You effectively owe investors an extra $80,000 worth of your company before the priced round even starts.
Spreadsheet vs. Software
Founders often ask if they can survive on Excel. The answer is yes, until it costs you $20,000.
Verdict: Use spreadsheets for the first 5 stakeholders. Once you issue options to employees or raise a Convertible Note, switch to software. The risk of a manual calculation error diluting your ownership is too high.
Risks: The Silent Dilution
A messy cap table isn't just an administrative annoyance; it's a financial weapon used against you.
- The Re-Trade: If a VC finds a 5% discrepancy in your option pool during due diligence, they won't cancel the deal. They will lower the pre-money valuation to cover the "unaccounted risk," effectively taking that 5% out of your pocket.
- Tax Audits: Issuing options at a strike price lower than Fair Market Value (FMV) violates IRS Section 409A. This imposes a 20% penalty tax on your employees, destroying morale.
- Unsignable Deals: If you have 50 small angels on your cap table without a "proxy" clause, you need 50 signatures to approve a round. If one person is on vacation, your funding stalls.
Conclusion: The Revenue Reality Check
Will a clean cap table actually get you to $10k MRR? No.
Mastering your cap table is a defensive move. It ensures you don't lose the company you're building, but it doesn't build the company for you. A pristine equity structure simply means you are "investible," not that you are "valuable."
The ruthless truth is that investors use due diligence as a tool to re-trade the deal. If they find a mess, they don't walk away—they lower the valuation. A clean audit removes their leverage, preserving the equity you worked for. Clean it up, then get back to selling.
Mastering your cap table is a defensive move. It ensures you don't lose the company you're building, but it doesn't build the company for you. A pristine equity structure simply means you are "investible," not that you are "valuable."
The ruthless truth is that investors use due diligence as a tool to re-trade the deal. If they find a mess, they don't walk away—they lower the valuation. A clean audit removes their leverage, preserving the equity you worked for. Clean it up, then get back to selling.
FAQ
- You:What if I lost my 83(b) proof?Guide:Consult a tax attorney immediately. If you cannot prove you filed it, most diligent lawyers will assume you didn't. You may need to repurchase unvested shares to reset the clock, which is expensive but necessary to avoid tax fraud.
- You:Can I fix vesting schedules retroactively?Guide:Yes, but it requires "Amended and Restated" grant documents signed by the employee and the Board. It is much cheaper ($500 vs. $5,000) to fix this before a lawyer spots it during due diligence.
- You:Should I use a spreadsheet or software?Guide:Use software (Carta, Pulley, etc.) once you have more than 5 stakeholders. Spreadsheets are "free" until they cause a $15,000 legal cleanup bill due to a broken formula.
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.