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Cap Table Audit Checklist
Questions to ask yourself before your Series A to ensure a clean cap table.
Jason Acevedo | Updated September 8, 2026
Investor counsel will rebuild your cap table from the source documents before a Series A closes. This checklist runs that exercise first, on your side of the table. Work through the five areas below, answer each question as it actually stands today, and rate the risk if the honest answer is No or Partial. Anything rated High or Critical is a task for this month, not for the week the term sheet arrives.
Your answers stay on this page and are not saved or sent anywhere. If you want a record, use the spreadsheet, which has the same questions plus a column for action items.
0 of 25 answered · 0 flagged High or Critical
Ownership Accuracy
| # | Question | Status | Risk if not |
|---|---|---|---|
| 1 | Does the cap table match your certificate of incorporation? | ||
| 2 | Are all founder shares reflected with correct vesting schedules? | ||
| 3 | Have all stock purchase agreements been executed and filed? | ||
| 4 | Are 83(b) elections on file for all restricted stock grants? | ||
| 5 | Does total authorized share count match what is issued + reserved? |
SAFE / Convertible Notes
| # | Question | Status | Risk if not |
|---|---|---|---|
| 6 | Are all SAFEs listed with correct valuation caps and discount rates? | ||
| 7 | Do you know the fully diluted ownership if all SAFEs converted today? | ||
| 8 | Are there any SAFEs with MFN provisions that need updating? | ||
| 9 | Have you modeled the dilution impact of SAFE conversion at your target valuation? | ||
| 10 | Are convertible note interest accruals being tracked? |
Option Pool
| # | Question | Status | Risk if not |
|---|---|---|---|
| 11 | Is the option pool size documented in the cap table? | ||
| 12 | Are all granted options reflected with correct strike prices? | ||
| 13 | Have any options been exercised, and is that reflected? | ||
| 14 | Are there unvested options for departed employees properly handled? | ||
| 15 | Is the remaining unallocated pool sufficient for pre-Series A hiring? |
Investor Rights
| # | Question | Status | Risk if not |
|---|---|---|---|
| 16 | Are pro rata rights documented for existing investors? | ||
| 17 | Are there any side letters with special terms? | ||
| 18 | Do any investors have anti-dilution protections? | ||
| 19 | Are information rights obligations being met? | ||
| 20 | Are there any rights of first refusal on secondary sales? |
Cleanup Items
| # | Question | Status | Risk if not |
|---|---|---|---|
| 21 | Have all former founders / departed employees been properly terminated on cap table? | ||
| 22 | Are there any outstanding warrants or conversion rights? | ||
| 23 | Is your transfer agent or cap table software up to date? | ||
| 24 | Have you reconciled your cap table against Carta / Pulley / spreadsheet? | ||
| 25 | Can you produce a clean cap table summary within 24 hours if asked? |
Where to go next
If the SAFE section produced the most flags, read Cap Table Mastery on how stacked post-money SAFEs actually convert, and Do I Need a Lawyer for a SAFE? on when the departures from the standard form call for review. For the full picture of what investor counsel will ask for, the Due Diligence Readiness Scorecard on the Resources page covers the other five categories.
This checklist is general information, not legal advice, and using it does not create an attorney-client relationship. If the answers surface something you want a second set of eyes on, get in touch.