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Cap Table Visibility: Who should I share my cap table with?

In this article:

  1. Cap Table Visibility
  2. Who do I have to share my cap table and shareholding details with?
  3. Should I give my investors cap table visibility?
  4. Do I need to share my cap table with my Board of Directors and Advisors?
  5. Should I share my cap table with employees?
  6. Conclusion

 

Cap Table Visibility

 

If you’ve already set up your cap table, you’re probably wondering who you should share it with. Lots of companies struggle to decide how public their cap table should be. Legal requirements aside, you have flexibility when deciding on the degree of  cap table visibility for your company.

Your cap table is a record of company ownership: specifying who owns what. A limited amount of shareholding information is included in your public Confirmation Statement submitted to Companies House, but this isn’t always a complete or up-to-date picture of ownership. 

Depending on how complex your cap table is, you might have several ‘levels’ of information included. Think of degrees of cap table visibility like an onion: each layer gives people more insight into your company ownership (and value). The diagram below shows you one way of conceptualising ‘levels’ of cap table visibility.

Who do I have to share my cap table and shareholding details with?

 

Who cares about my cap table?

 

There are several stakeholders who might want to see your cap table. These include, but are not limited to:

  • Companies House 
  • Existing Investors
  • Potential Investors
  • Company Board of Directors
  • Advisors (legal counsel, accountants)
  • Company Employees

 

When it’s compulsory to share your cap table:

 

In some instances, you’re obligated to share information from your cap table. For example, you are mandated to provide a certain level of visibility to Companies House, through the filing of your annual Confirmation Statement. Updating Companies House of ‘major changes’ is a legal requirement, and the information on your Confirmation Statement is publicly available.

So, when sharing part of your cap table with Companies House, this is what you’re sharing:

  • Share capital, currency shares are purchased in, the total no. of shares, their aggregate nominal value, share classes and associated rights, amount unpaid by shareholders
  • Shareholders: their names, no. of shares owned, classes of shares owned
  • Persons with significant control (name and DOB)

 

Should I give my investors cap table visibility?

 

Give investors cap table visibility to increase transparency and reduce risk

 

Investors have historically been sent their share certificate upon investment, to indicate receipt and proof. Sometimes companies will provide limited cap table visibility: they will share a static snapshot of company ownership, redacted and pared back to exclude specific details (e.g. of other investors’ shares).

For potential investors, i.e. those considering investing – it may be sufficient to provide a snapshot of ownership at a specific date. You may even wish to redact information about other shareholders, limiting to their percentage stake, for example. For existing investors – a redacted, static update can’t inform them how their investment is doing in real time, and it means they don’t know how their stake changes as you bring in new investment.

Companies often share very pared down versions, especially if their cap table is in a spreadsheet. This is partially because there’s risk that sensitive information about other shareholders (such as their addresses) could be leaked publicly. However, sharing various ‘redacted versions can quickly get messy, as we’ve talked about in our ‘Common Cap Table Mistakes’ article.

 

Eliminate friction in funding rounds, and provide digital proof of ownership for investors

 

However, consider that the more information potential investors have upfront, the better informed they are prior to investing. Funding rounds become easier and quicker to close if investors have cap table visibility, because existing investors have context and can see how their investment may change in light of new shareholders. Transparency ultimately makes your business a less risky investment for all investors, which encourages people to stay invested, or to invest. Additionally, sharing your digital cap table is an easy way of providing tangible proof of ownership to investors. It can be harder to ensure everyone has paper proof in this day and age.

We believe there’s real value in providing timely updates to investors, and doing this often. When you manage your cap table in QCap, we make it easy for you to share your always-live cap table with either all your shareholders, or specific ones. We also mitigate the risk of data breaches, so you’re confident only the people you’ve given access to can see your cap table.

 

Do I need to share my cap table with my Board of Directors, and Advisors?

 

While there’s no legal requirement to share your cap table with the board, you might find it beneficial to do so anyway. A quarterly ‘board pack’ typically does include a cap table (or redacted version).

Ultimately, it’s entirely up to you. The Board makes strategic decisions and advises your company. So, they can make better decisions the better informed they are. Remember that a huge reason why companies are hesitant to share cap tables is because it genuinely is a pain and takes time to do. If you’re using QCap, you don’t have to worry about version control issues or the risk that shareholder information might be leaked. It takes minutes to invite Board members to view your cap table (and you can restrict access to view-only).

The same applies for your advisors – it’s not a legal requirement but giving them cap table visibility enhances transparency. These people guide your company, so the better informed they are, the more relevant their advice is.

 

Should I share my cap table with my employees?

 

There’s no legal requirement to share your cap table with employees, however companies typically give senior management (e.g. CFO, COO, CTO) visibility. 

If your employees have a stake in the business through shares or options, it makes sense to give them a degree of cap table visibility. There is the idea that ‘creating owners’ in your employee base can be motivational, once their success aligns with that of the company’s. In that sense, it’s important employees who are ‘owners’ feel they have transparency on how much they own, and what their stake is worth. 

However, cap table visibility for employee owners is a little bit like making salaries public. While it can definitely encourage transparency, it could also cause friction. Employees may take issue with others having a ‘better’ equity package, so again it’s about balance. 

 

Conclusion

 

We hope this article has given you an idea of who to share your cap table with, and why. At QCap we’re passionate about empowering founders to understand and take charge of equity management. QCap makes it easier to share a single version of your cap table with various parties. You can restrict access levels as you need to. We hope you’re enjoying QCap. If you haven’t tried it out yet, sign up for 30 days of full-featured access, entirely free. Let us know what you think!

 

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