What a cap table shows
- Every holder and instrument: equity shares, CCPS, convertible notes, iSAFEs, and the ESOP pool (granted, vested, unallocated).
- Fully diluted ownership — as if every option and convertible had converted. That’s the number valuations and term sheets use.
- Model rounds before you take them with the equity dilution calculator.
The filings behind each line
| Event | Filing |
|---|---|
| Private placement / fundraise | PAS-3 within 15 days of allotment (funds can’t be used before) |
| Other allotments, including ESOP exercise | PAS-3 within 30 days |
| ESOP plan | Special resolution + MGT-14 within 30 days; options recorded in register SH-6 |
| Shares to a foreign investor | FC-GPR within 30 days; transfers via FC-TRS |
| Every holder | Register of members (MGT-1) |
Demat requirement
Private companies other than small companies must issue and transfer securities only in demat form — check your status before the next round.
Mistakes investors find
- A spreadsheet that doesn’t match the PAS-3 filings or the register of members.
- Options promised by email but never granted under an approved plan.
- Missing FC-GPR / FC-TRS for foreign holders — fixable with a late submission fee.
- Convertibles left out of the fully diluted count.
- A private company crossing 200 members (current and former employee members don’t count).
Getting ready to raise? See fundraising advisory and the due diligence checklist.
Frequently asked questions
What is a cap table?
A capitalisation table lists every shareholder and security — equity, preference shares, convertibles and options — and shows ownership on an issued and fully diluted basis.
When must PAS-3 be filed after allotting shares?
Within 15 days for a private placement (and the money can't be used before filing), and within 30 days for other allotments such as ESOP exercises.
Do private companies have to issue shares in demat form?
Private companies other than small companies must issue and transfer securities only in dematerialised form.
Please note: this guide is general information based on the rules as they stood on the review date above. Regulations and RBI/CBDT procedures change often — please get advice on your specific facts before acting.