The cap table, and what a round does to it.
Who owns how much, read three ways, and how to work out what a new round does to every owner before anyone signs.
In short
A cap table is the share register, added up. The register lists every share by number. The cap table says how many each holder has and what part of the company that is. It is not a record of its own: when it differs from the register, the register is right.
A round makes every existing holding a smaller part. How much is arithmetic, and it can be tried before anyone signs.
It is read three ways, and they can give three different answers.
- By capital
- Each holder's shares as a part of all shares. Dividends and the proceeds of a sale are shared this way.
- By votes
- The same, counted in votes. It differs from capital when share classes carry different numbers of votes, at most ten to one.
- Fully diluted
- As if every warrant and option still running were used. This is the reading an investor asks for, because it shows what the holdings will be.
What a round does
Dilution is what happens to a holding when new shares are issued to someone else: the holder has as many shares as before, and they are a smaller part of a larger total.
Three figures describe a round. The value before and the price per share follow from each other, since the number of shares is known; the money invested then gives the new shares.
- The value before
- What the company is agreed to be worth before the new money, the pre-money value.
- The price per share
- The value before, divided by the number of shares before. When options are to be counted in, by the fully diluted number.
- The new shares
- The money invested, divided by the price per share, rounded down to whole shares.
The investor's part of the company is then the new shares divided by all shares after the round. Everyone else's part shrinks by that same proportion, whatever they hold.
What makes it harder than it looks
- An option pool decided with the round is usually counted before the price is set, so the existing owners carry it and the investor does not.
- A convertible loan becomes shares in the round, often at a discount. Whether its shares are counted before the price is set is for the loan's terms; in Simulate they are added on top, so they dilute the new investor as well as the existing owners.
- Two investors at once dilute each other as well as the founders.
In aktiebok.io
The cap table is a tab, not a file to keep. Cap table is worked out from the register automatically, by capital, by votes and fully diluted, with every programme of warrants and options listed under it. Pick an earlier date and it shows that day.
Simulate is where a round is tried. Give a pre-money value or a price per share, add the investors with what they invest, any convertible loans and an option pool, and every holder's before and after updates as you type. Nothing is saved and the register is not touched; the result exports to Excel.
Switching to An exit shows what each holder would receive if the whole company were sold for a price you type, with warrants and options whose price is below the price per share counted as used. A liquidation preference in a shareholders' agreement is not counted, nor debt, costs or tax.
When the round is real, it is entered as an issue: see Issuing new shares.
An example
102 000 shares. Nordvik Invest AB invests 1 000 000 kr at a value before the round of 8 568 000 kr.
- The price per share is 8 568 000 kr divided by 102 000 shares: 84 kr.
- 1 000 000 kr buys 11 904 shares, for 999 936 kr. The rest does not make a whole share.
- After the round there are 113 904 shares. Nordvik holds 10,45 %.
- Astrid Lindqvist still has 40 000 shares. They were 39,22 % and are 35,12 %. The company is worth more, and her part of it is smaller.
Questions that come up
- Is the cap table a legal document?
- No. The share register is the record the law asks for. A cap table is a way to read it, and one that does not follow from the register is only a spreadsheet.
- What does fully diluted count?
- Every share, plus every share that warrants and options still running would give, including what is unallocated in a programme. More in Warrants, options and convertible loans.
- Where does the value of a holding come from?
- Once an issue has a price, each holding shows its value at the price per share of the latest such issue. It is a figure to read, not a valuation.
- Who can see the cap table?
- Everyone who can read the register: the company's members, and holders whose holding the company has made visible to them. They can simulate on it too.
- Can an investor get it as a file?
- Yes. Export gives the cap table as Excel, PDF or CSV, for today or any earlier date.
This page is guidance on keeping the register right, following aktiebolagslagen (2005:551) as amended through SFS 2026:783. It is not legal or tax advice.
Start your register. Export any time.
For Swedish limited companies that keep their own share register. Sign in with your email, and the first entry is minutes away.