Cap Table Software for Australian and New Zealand Startups: Why the Tasman Splits the Answer

The best cap table software for an Australian or New Zealand startup depends on which side of the Tasman Sea the entity is actually incorporated in — the two countries look identical from a distance but run different companies acts, different employee share scheme tax rules, and different vendor coverage. Australia has a mature local tool (Cake Equity) built around its own ESS concessions; New Zealand mostly doesn't show up in that same tool's jurisdiction list at all. Treating "ANZ" as one market, the way most vendor comparison pages do, is the first mistake.

Most searches for this land on generic "best cap table tools 2026" listicles, or on Cake Equity's own content — well-written, but unsurprisingly an argument for Cake. Neither tells you where the split actually bites: ESS tax concessions that don't transfer across the Tasman, and shareholder meeting law that's genuinely different between the two Companies Acts.

Start with the ESS tax concession, because it decides your ESOP structure

Australia's Employee Share Scheme rules let a qualifying company grant options or shares with no income tax at grant, vesting, or exercise — the gain is instead taxed under capital gains rules on sale, with access to the 50% CGT discount if held long enough. To qualify for this start-up concession, the company must be unlisted, incorporated under 10 years, have aggregated group turnover under $50 million, and not be primarily in the business of holding investments. Eligibility is checked at each grant, and ESS interests generally need to be held at least three years or until the employee leaves, whichever comes first.

Every one of those thresholds is a design constraint on your option pool, not a footnote. A company approaching its 10-year mark, or one whose aggregated turnover is creeping toward $50 million, needs to know the concession — and the tax-free-at-grant treatment your offer letters are probably assuming — has an expiry date attached to the company, not the employee.

New Zealand runs a parallel but separate mechanism. Its own start-up concession defers taxation on qualifying share scheme interests, but the eligibility test is built differently: at least 75% of the company's New Zealand permanent employees, with a minimum of three years' service, need to be entitled to participate. That's a coverage requirement, not a company-age or turnover test — an NZ startup granting options only to its founding engineers, with nothing close to company-wide reach, may not qualify for the concession an Australian company would get for the same grant.

Neither country's rules map onto US mechanics. There's no 83(b) election on either side of the Tasman — that's a US IRS filing with no equivalent — and no software should imply otherwise by copy-pasting American ESOP terminology into an ANZ product page.

Governance: proprietary companies don't have to hold an AGM, NZ companies do

This is the part most cap table tools skip entirely, and it's where the two countries actually diverge in company law, not just tax.

Australia. Proprietary companies (Pty Ltd — the entity type almost every startup uses) are not required to hold an annual general meeting under the Corporations Act 2001, unless the constitution says otherwise. That sounds like less admin, and mostly it is — until a shareholder wants a formal say. Members holding at least 5% of the votes have the statutory right to force the board to call a general meeting at any time, regardless of the constitution. That usually surfaces the first time an outside investor — a SAFE holder converting, an angel with a board observer seat — wants a documented shareholder vote on something material. If your cap table tool has no concept of shareholder resolutions or quorum, that vote happens over email and a Word doc, and the minute book gets built after the fact.

New Zealand. Section 120 of the Companies Act 1993 requires every company to hold an annual meeting of shareholders — no later than six months after balance date, no later than 15 months after the previous annual meeting. There's no proprietary-company exemption. The relief valve is section 122: a company can skip the physical meeting if everything that would have been decided there instead passes as a written resolution signed by shareholders holding at least 75% of the votes entitled to be cast. Most small NZ startups run entirely on written resolutions and never convene a room — but "written resolution" is still a formal, thresholded instrument, not an email thread that says "everyone's fine with this, right?"

Neither obligation is exotic, but neither is optional paperwork — and a generic cap table tool built around a US board-consent model has no first-class concept of a shareholder resolution at all, let alone the different thresholds each Act requires.

Where the vendor landscape actually sits

Cake Equity is the honest default recommendation for an Australian company, worth naming directly rather than talking around. It's genuinely built around Australian conditions — deep support for ISO/NSO-style option instruments, RSU/RSA grants, and an employee-facing app so grant holders can see their own equity, not just read about it in a PDF. Its own comparison pages describe cross-border coverage across the US, UK, Australia, Singapore, and India. New Zealand isn't in that list — "the tool built for Australia" is doing an NZ-incorporated founder no favors just because the countries share a time zone.

Carta covers both markets in theory but is priced and structured for Delaware-anchored, VC-track companies with 409A obligations neither country's tax code requires the way the US does. It's the tool your lawyer defaults to recommending because US-facing investors expect to see it in a data room, not because its ESS or NZ concession handling is deep.

Generic global tools — Pulley, Eqvista, and the rest — model ownership percentages correctly but stop there. None of them model the ESS start-up concession's turnover and age thresholds, the 75% NZ employee-coverage test, or the AGM/written-resolution split, because none were built with either country as a first-class case.

Where Govy fits, and where it honestly doesn't yet

Govy runs cap table, multi-instrument equity tracking (options, RSUs, SARs, phantom shares), vesting with cliffs and milestone gating, a fundraising CRM, a Google Drive-connected investor data room with per-investor tracking, board and shareholder governance — resolutions, quorum computation, voting — and e-signature, on one login and one audit-grade ledger. For an NZ company running annually on written resolutions, or an Australian proprietary company that's never needed an AGM until a 5%-plus shareholder asks for one, that governance layer is what a pure cap table tool has no answer for.

To be direct about the boundary, the same way we've been direct about it for every other region: Govy's jurisdiction-aware legal template pack covers KSA, UAE, US-Delaware, and the UK today. It does not yet generate an ATO-compliant ESS deed or an NZ start-up-concession-qualifying option agreement. An Australian or New Zealand founder still needs their own lawyer to draft the instrument that claims the tax concession correctly — a one-time structural decision, not a template problem, and we've written about drawing that exact line in ESOP without lawyers: what actually needs legal review. What changes once that document exists is that it doesn't have to live as a signed PDF next to a spreadsheet doing the dilution math — Govy tracks the grant, models what it does to every stakeholder's percentage across future rounds, runs the e-signature, and keeps the shareholder-meeting record in the same ledger as the cap table it affects.

If Cake is your comparison point, we've broken down exactly where its jurisdiction coverage starts and stops in Looking for a Cake Equity alternative? — the short version here is that Cake is a legitimately strong choice for equity issuance in Australia and a coverage gap for New Zealand, and neither version of it does shareholder governance at all.

The practical takeaway: don't pick a cap table tool for "Australia and New Zealand" as if it's one decision. Check which side of the Tasman your entity is incorporated in, check whether your option pool is trying to qualify for a concession with a real eligibility test attached, and check whether the tool has any concept of a shareholder resolution — because one of your two governing Companies Acts requires one every year, whether or not the software knows it.

See how Govy handles ESS-tracked grants, board and shareholder governance, and investor data rooms in one ledger at govy.tech.

FAQ

Does Australia's ESS startup tax concession apply automatically if I use cap table software?

No. The concession is a tax status your company either qualifies for or doesn't — unlisted, incorporated for under 10 years, aggregated group turnover under $50 million — and it's assessed by the ATO at the time each interest is granted, not by any software. Cap table software can track which grants were issued under the concession and flag the three-year minimum hold period, but eligibility itself is a legal and accounting call, not a settings toggle.

Do Australian proprietary companies have to hold an AGM?

No. Proprietary (Pty Ltd) companies aren't required to hold an annual general meeting under the Corporations Act 2001 unless their constitution says otherwise. What they can't avoid is shareholder meeting rights — members holding at least 5% of the votes can force the board to call a general meeting at any time, which matters the moment a SAFE or convertible note holder wants a say in a material decision.

Is a New Zealand company required to hold an annual shareholders meeting?

Yes, once a year, no later than six months after balance date and no later than 15 months after the previous one, under section 120 of the Companies Act 1993. Section 122 lets a company skip the physical meeting entirely if everything that would have been decided there is instead passed as a written resolution signed by shareholders holding at least 75% of the votes.

Does Cake Equity work for New Zealand companies?

Cake Equity's own cross-border coverage, by its own comparison pages, centers on the US, UK, Australia, Singapore, and India. New Zealand isn't listed among those markets, which matters if your operating entity is NZ-incorporated rather than Australian, even if your team is otherwise identical to an Australian startup's.

What does Govy not do yet for Australian or New Zealand startups?

Govy's jurisdiction-aware legal template pack — auto-generated grant agreements and resolutions tied to local law — currently covers KSA, UAE, US-Delaware, and the UK. It doesn't yet generate an ATO-compliant ESS deed or an NZ start-up-concession-qualifying option agreement. You bring your own lawyer-drafted instrument; Govy tracks it, models the dilution, runs e-sign, and handles the shareholder-meeting mechanics around it.