Article · Business

The Cap Table Is the Company: How Startup Equity Actually Works

26 U.S.C. § 1361

Type
Article
Jurisdiction
National
Date
2025-09-26
Topic
Business

Founders think the company is the product. Investors know the company is the cap table. This article explains what a cap table actually records, why the numbers on it determine who controls the company and who gets paid at an exit, and how the most consequential decisions are made in the first ninety days by people who do not know they are making them. It covers founder vesting and the tax election that must be filed within thirty days or never. It explains SAFEs and convertible notes honestly, including the dilution founders consistently underestimate. It walks through a priced round term sheet, the terms that matter and the ones that do not. It closes with the exit waterfall — the arithmetic that determines what a founder actually receives.

The Cap Table Is the Company: How Startup Equity Actually Works

Business > Startups and Venture Financing | Published 26 September 2025 - Updated 21 July 2026 | UpLaw - uplaw.us

A Spreadsheet That Decides Everything

Two founders build something. Four years later it sells for forty million dollars. One founder receives eleven million. The other receives four hundred thousand.

The full text of this document is available to Executive subscribers and above. See plans.