Build the cap table from the chart

The owners of Gamma ApS are already on the group chart, with their percentages on the lines. For the investment agreement in Project Alpha you need the same figures as a cap table: how many shares each owner holds, and for a funding round, how each investor's money splits into share capital and premium across the classes of shares. Structure builds the cap table from the chart and gives it to you as an Excel workbook with live formulas.

One question decides how you build it. Do you need today's ownership, or a funding round with classes of shares?

Before you start

The cap table lists every element with a line into the company, whatever the relationship on the line. An owner's percentage is read from its line when the line holds one exact percentage written with a % sign, such as 40%. A line with a band, such as 25-33.33%, a figure without the % sign, or no value starts at 0% and needs the figure typed in. Fix missing owners and percentages on the chart first; see trace ownership through the group to check them.

Open the cap table

1. Right-click the company and choose Generate cap table.

   

2. The dialog lists the company's Owners with their ownership read from the chart. Hover over an owner's name and use the arrows to change the order they appear in.

A cap table of today's ownership

1. Leave the switch at the top on Shareholders.

2. Enter Total shares, the number of shares the company has issued.

3. Check each owner's Ownership. The Total under the list should come to 100%; if it does not, an owner is missing from the chart or a percentage is wrong.

4. Click Create. Juristic downloads the cap table as an Excel workbook, with each owner's percentage and number of shares and a total row.

A funding round with classes of shares

1. Move the switch at the top to Classes of shares, and enter Total shares.

2. Under Classes of shares, click the add button, Add class of shares, once for each class. They are named Class A, Class B and so on; change the Title if the articles use other names, and enter each class's Share value. If a class is priced in another currency, enter the FX rate.

   

3. For each owner, enter the Total investment and, if the owner invests in another currency, the FX rate.

   

4. Set how each owner's investment splits across the classes, as an Ownership percentage per class. With Same split chosen, a percentage you enter for a class applies to every owner. Choose Individual split when owners invest differently, for example when the lead investor takes only preference shares. With more than one class, each owner shows a Total, in red until it comes to 100%.

   

5. Click Create. The workbook sets out, for each owner and class, the number of shares, share value, share capital, new shares, share premium and total investment, with the formulas in place so you can adjust a figure in Excel.

Create stays unavailable until Total shares is filled in, and in a funding round until there is at least one class and every owner has a Total investment. In a funding round, hover over the button to see whether an investment or a class of shares is missing. Click reset to read the owners and percentages from the chart again and start over.

Which cap table for which job

Tips from practice

• Fix the chart, not the dialog. Figures typed into the dialog are not saved to the chart. If an owner's percentage is wrong, correct the line on the chart, so the chart and the cap table you send tell the same story.
• Check against the shareholders' agreement. The cap table is arithmetic on what is drawn. Compare the share numbers and share values with the articles and the shareholders' agreement before the workbook goes to the other side.
• The firm's Excel styling applies. If your firm's administrator has uploaded an Excel template, the cap table uses its fonts, colours and logo; see make Excel exports look like the firm's.