What Is a Cap Table, and How Do Canadian Founders Keep It Clean?

Key takeaways: A cap table is the record of who owns what — every shareholder, every option, every SAFE and convertible note that could turn into shares later, and what percentage each represents once everything that could convert actually converts. It's not a legal document a law firm drafts; it's a live spreadsheet or cap-table tool that has to stay accurate every time something changes, and most of the mistakes on it come from documents that weren't tracked properly when they were signed.

Founders often treat the cap table as a bookkeeping afterthought. Investors treat it as the first thing they check in diligence, because a messy cap table is usually a sign that the legal paperwork behind it is messy too.

What actually needs to be on it

• Issued shares. Every shareholder and exactly how many shares they hold, by class.
• The option pool. Both what's been granted and what's still reserved but unissued — investors look at fully diluted ownership, which counts the whole pool as if it were already granted.
• Convertible instruments. Every outstanding SAFE and convertible note, with its cap and discount, modeled at multiple possible conversion prices — this is the part that's hardest to keep accurate by hand, because the real share count a SAFE converts into isn't fixed until a priced round happens.
• Fully diluted ownership. What every stakeholder's percentage actually looks like once every option and convertible instrument is accounted for — this number, not the raw share count, is what actually matters for a valuation or an exit.

Why cap tables go wrong

Almost never because of bad math — because of untracked events. A SAFE that got signed but never entered anywhere. An option grant that never went to the board for approval. A share transfer that happened in an email thread and never got documented. Each of these is a real legal document (or the absence of one) creating a gap between what the cap table says and what's actually true — which is exactly why cap table accuracy is a legal problem wearing a spreadsheet's clothes.

Keeping it clean as you raise

Every time a SAFE, convertible note, or option grant gets signed, it needs to be reflected on the cap table the same week — not batched for later. Before a priced round, model the actual conversion math for every outstanding SAFE and note at the proposed valuation; that's usually when founders discover their real dilution is higher than they assumed.

What Ruby actually does here

Ruby doesn't maintain your cap table — that's a tool, not a legal service. What Ruby does is draft the documents that create every entry on it correctly in the first place: SAFEs, convertible notes, ESOPs, and shareholder agreements, each reviewed by a licensed Canadian lawyer, so the cap table built from them is accurate from day one instead of needing to be untangled later. See the full pricing and agreement catalog.

Frequently asked questions

Do I need special software for a cap table?

At pre-seed, a well-built spreadsheet is genuinely fine. Once you have multiple SAFEs, an active option pool, and more than a couple of shareholders, dedicated cap table software earns its cost by doing the conversion math automatically.

Who should have access to the cap table?

Founders and whoever manages the company's finances, at minimum. Investors typically get to see it during diligence and after closing, not before — share it deliberately, not by default.

How often should it be updated?

The moment anything changes — a new hire's option grant, a new SAFE, a departure that forfeits unvested shares. Treat it like a ledger, not a quarterly report.

This article is general information about cap tables and is not legal advice for your specific situation. Contact us to talk through your situation.