Cap table basics for UK founders (2026)

What a cap table is

A cap table lists who owns what in your company. It shows each shareholder, the class and number of shares they hold, and the percentage that represents. Most founders keep it in a spreadsheet at first.

Investors read it early in a process, because it tells them how much of the company is already spoken for. A tidy table shows you run the company carefully. A messy one raises doubts about everything else.

This is general information, not legal or tax advice.

Update it the same day any share issue, transfer or option grant happens. A cap table that is a month behind is hard to trust, and rebuilding it from memory in the middle of a raise is stressful and slow.

The columns I'd include

At minimum: shareholder name, share class, number of shares, percentage of issued shares, and the date and price per share. If you have options, warrants or advance subscription agreements, add separate lines for them, and show a fully diluted column that counts everything that could become a share.

Keep two views. One shows what is issued today. The other shows the position after every option and convertible converts. Investors care about the second, because it is what they will actually own a share of.

Share classes and voting

GOV.UK explains that a company can issue different classes of shares, and that shareholders get different rights depending on the class. Ordinary shares usually carry one vote per share and a right to dividends. Preferred or other classes can carry different rights.

Record the class on every line. A founder holding ordinary shares and an investor holding preferred shares at the same percentage may have very different rights on a sale. The cap table should show that difference.

Write down the rights attached to each class in a short note beside the table. Voting, dividends and what happens on a sale are the three that matter most. Your articles are the source, so copy the wording and keep the page reference.

Founders often skip the point at which preferred shares convert into ordinary shares. Ask what triggers conversion and whether any investor can block it, since that affects your position at a later round.

Keep it matched to the register of members

Your cap table is a working tool. The legal record is your register of members and the information filed at Companies House. When the two disagree, the legal record is the one that counts, so reconcile them every time you issue or transfer shares.

HMRC's advance assurance process asks for a copy of the register of members from the date you apply. If the register and your cap table disagree, you will have to explain it, and it can delay a round. A quick check before any application saves time.

People with significant control

Companies must identify and register people with significant control, known as PSCs. GOV.UK's guidance says an individual is a PSC if they hold more than 25% of the shares, hold more than 25% of the voting rights, can appoint or remove a majority of the board, or have significant influence or control over the company.

You must report to Companies House within 14 days of confirmation of a change, and keep the information up to date. Failure without a reasonable excuse can lead to criminal penalties. A new investor crossing 25%, or a founder dropping below it after a round, are the events to watch.

Confirmation statements

Every company must file at least one confirmation statement every 12 months, even if nothing has changed. GOV.UK gives the online fee as £50 and the paper form fee as £110. Companies House can fine up to £5,000 for failure to file and can strike a company off the register.

The statement can include a statement of capital and shareholder information. Make sure the details match your cap table. An investor checking Companies House before a call will see these filings.

Options and the EMI scheme

Many startups give employees options to buy shares later. The Enterprise Management Incentives scheme gives tax advantages for this. GOV.UK says that from 6 April 2026 a company can use EMI if its assets are £120 million or less and it has fewer than 500 full-time staff, up from £30 million and 250 employees before.

An employee can hold options worth up to £250,000 over a three-year period. Options can be exercised within 10 or 15 years of being offered, and you avoid Income Tax and National Insurance on buying the shares if the price was at least their market value when the option was granted. Show EMI options on their own lines of the cap table, separate from issued shares.

Take legal advice on valuing the shares before you grant EMI options, and keep the evidence. The market value at the date of grant sets the price your employees can pay without a tax charge.

Cleaning it up before a round

Look for the usual problems. Shares promised verbally to an adviser. Early contractors who were told they would get equity. A co-founder who left and still holds a large stake. A transfer that was never recorded. Each of these will be found in due diligence, so I'd fix them before an investor does.

If you have a departed co-founder with a large holding, speak to a lawyer about buying some or all of it back, or about vesting terms. Do this early. It is easier before anyone is waiting on a closing date.

Keep evidence for each line. For every shareholder, you should be able to find the board approval, the signed share certificate or transfer form and the payment record. Putting these in one folder turns a nervous investor question into a two-minute answer.

Model the next round

Before you pitch, add a column for the round you are raising. Enter the amount, the pre-money valuation and the option pool you expect to create. The sheet will show your percentage after the round, and it will tell you what each investor cheque does to your holding.

At InvestorUniverse we see founders get more from investor conversations when they can say exactly what ownership they are offering and why. A clean cap table lets you say that in one sentence.