Cap table template for Indian startups: fix it before you raise

Your investor's lawyer won't trust your cap table spreadsheet. They'll rebuild it from your filings, so fix the gaps first, while the fixes are still cheap.

Your investor isn't being suspicious. The law decides this. Section 88 of the Companies Act, 2013 requires every company to keep a register of members, class by class, and a company that doesn't keep it faces a penalty of Rs 3 lakh, plus Rs 50,000 for each officer in default. The register is the record, along with what you've filed at the Ministry of Corporate Affairs. Your spreadsheet's only a summary of it. If you want to see the same check from the other side of the table, read the five cap table red flags investors look for.

Why investors rebuild your cap table from filings

Investors rebuild your cap table from the register of members and the return of allotment for each share issue, because those documents decide who owns the company. Your spreadsheet can be wrong without you meaning it to be. When the two disagree, the investor believes the filings, and the difference turns into a diligence question, a delay or a new price.

Diligence is where rounds quietly die. In a survey of 885 venture capitalists, Paul Gompers and his co-authors found that startups reaching the due diligence stage were offered a term sheet in about a third of cases, and that legal documentation can still sink a deal between term sheet and close. The sample's mostly American, so you should read it as a direction, not an Indian rate. Still, the point holds for you: ownership gets checked late, and late is when a fix costs you the most.

The cap table is one part of a wider list. Our due diligence checklist for Indian founders covers the rest.

The cap table template: the columns investors expect

A cap table investors can check has one row per holder and one column for every fact a lawyer will look up: the class of security, the number held, when it was allotted, what was paid, and which filing reported it. Build it from your records, not from memory. Then add a fully diluted view, so you're showing what an investor will calculate anyway.

• Holder: the name exactly as it appears in the register of members.
• Class: equity, CCPS, CCDs, notes or ESOP options, each in its own column.
• Allotment date and consideration: the board or shareholder resolution date, and the amount received.
• Filing reference: the return of allotment for that issue, and the RBI filing if the money came from abroad.
• Fully diluted share: ownership if every option and convertible became equity today.

Keep two tabs. One shows today. The other shows the round you're raising, so an investor can see the dilution without rebuilding it.

Five fixes to make before the first investor call

Before you send the cap table, check five things: that each allotment was reported, that authorised capital covered it, that the ESOP pool exists on paper, that every convertible is counted, and that foreign money was reported to the RBI. Each one is cheaper to fix now than to explain later.

1. Every allotment has its return

Angel rounds in a private company usually run as a private placement. Section 42 requires the return of allotment (Form PAS-3), listing every allottee, within 15 days of the allotment. Miss it and the company, its promoters and directors face Rs 1,000 a day, up to Rs 25 lakh. Pull every allotment from your board minutes. Then find its filing on the MCA portal.

2. Authorised capital covered the issue

You can't allot shares your memorandum doesn't allow. When you raised authorised capital, section 64 gave you thirty days to notify the Registrar of Companies on Form SH-7. Late? The penalty runs at Rs 500 a day, capped at Rs 5 lakh for the company and Rs 1 lakh for an officer in default. It's a small fix. It's also a question you don't want in week three of diligence.

3. The ESOP pool exists on paper

A pool in your pitch deck isn't a pool yet. You need the scheme, the shareholder approval, grant letters to each employee and a register of options. Promises made in an offer email count too, because the employee will remember them. Our note on ESOP pool checks shows what investors ask for.

4. Every convertible is counted

CCPS, CCDs, notes and iSAFEs don't show up as equity today. They will, and your investor knows it. List each one with its conversion terms, any valuation cap and any discount, then show the fully diluted result. A founder who leaves a note off the table finds out at the term sheet, when the investor's percentage doesn't add up.

5. Foreign money was reported

If a foreign investor holds shares, the RBI's Master Direction on Foreign Investment, updated on 15 June 2026, asks the company to file Form FC-GPR within thirty days of issuing the shares. Check that each of your filings went through. Also check nominee holdings: under section 89, a change in beneficial interest has to be declared to the company within 30 days.

Your spreadsheet is a claim about ownership. The register of members is the proof.

What to send with the cap table

Send your cap table with the documents that prove it, in one folder, before the investor asks. A lawyer who can tick each row against a filing in an afternoon moves on to your product. One who has to chase papers starts wondering what else is missing.

• The cap table, today and fully diluted, in the template above.
• An extract of the register of members, class by class.
• The return of allotment and resolutions for each issue.
• The ESOP scheme, its approval and the option register.
• Every convertible instrument, signed, with its terms.
• FC-GPR acknowledgements for any foreign investment.

The folder sits inside a larger data room; here's what goes in a startup data room.

What to do this week

We'd start with one request. Ask your company secretary for a list of every allotment, every authorised capital change and every filing since incorporation. Then rebuild the cap table from that list, not the other way round. Fix what's late. Write one line on each fix, because an investor will ask, and you'll want the answer ready when they do.

Cap table is one of the six due diligence parameters MyStartupValley evaluates every startup on, with founder verification, market sizing, legal, client agreements and compliance. On MSV Founders, you prepare that evidence in your own dedicated workspace before an investor opens your company. See how founders get ready to raise.

Questions

What should a startup cap table include in India?

List every holder, the class of each security, the number held, the allotment date, the consideration paid and the return of allotment that reported it. Add ESOPs and every convertible instrument on a fully diluted basis, so an investor can see ownership before and after their round.

Why do investors check the cap table against MCA filings?

Because the Companies Act makes the register of members and the return of allotment the legal record of who owns what. A spreadsheet is the founder's summary. When the two disagree, investors and their lawyers believe the filings, and the gap becomes a question in diligence.

How do I fix a late return of allotment before a fundraise?

File the overdue form and pay the additional fees and any penalty that applies; for private placements the Companies Act sets a daily penalty with a cap. Ask your company secretary to list every late or missing filing first, so you fix them together and can explain each one.

When should a founder clean up the cap table?

Before the first investor meeting. Diligence questions about ownership usually arrive after a term sheet discussion starts, and fixes such as overdue filings or missing ESOP approvals take time. Cleaning up early keeps those weeks out of your round.

Sources: Government of India, India Code, The Companies Act 2013 (sections 39, 42, 64, 88 and 89), checked 5 Nov 2026 · Reserve Bank of India, Master Direction: Foreign Investment in India, updated 15 Jun 2026 · Gompers, Gornall, Kaplan and Strebulaev, How Do Venture Capitalists Make Decisions?, NBER Working Paper 22587, 2016