Cap Table Software for Latin American Startups: Why Ltda, SAPI, and SAS Aren't the Same Entity

There's no single cap table tool built for "Latin America" the way Carta is built for Delaware, because a Latin American startup isn't one legal entity — it's whichever one its home country actually offers. A Brazilian Ltda can't issue real stock options the way its own Corporation Law defines them; a Mexican SAPI de CV exists specifically to let VC ownership work; a Colombian or Argentine SAS is a different structure again. Pick a cap table tool built only for Delaware and you're translating three incompatible entity types into a shape they don't fit.

Search "cap table software for Latin American startups" and most results are generic vendor listicles — Carta, Pulley, Eqvista, ranked by seat count — with Capboard added because it markets to the region. None explain why a Delaware-first tool struggles with a LatAm founder's actual starting point: an entity type most of these products have never modeled.

Three countries, three entity types — before you even get to equity

The instrument problem in Latin America starts one layer down from where it starts in Europe. It's not just "what kind of option pool" — it's "what kind of company can legally issue equity the way you're picturing it."

Brazil: Ltda vs. S.A., and the gap matters. Most Brazilian startups incorporate as a Sociedade Limitada (Ltda) because it's simpler and cheaper to set up. But a Ltda has one class of quotas, and every quota carries identical rights — there's no mechanism for the differentiated share classes a real stock option plan needs. Formal stock options are governed by Brazil's Corporation Law (Law 6.404/1976, Article 168 §3), which applies to the Sociedade Anônima (S.A.) structure, where capital is divided into shares that can be ordinary or preferred with different rights attached. A founder who started as a Ltda and wants to run a real option pool is usually looking at converting to or standing up an S.A. — not a settings change, a different corporate form.

Mexico: SAPI de CV, built for VC ownership specifically. Mexico introduced the Sociedad Anónima Promotora de Inversiones (SAPI) de CV under a 2006 securities market reform, precisely so venture-backed companies could do what a standard Sociedad Anónima makes difficult: limit certain shareholders' voting or economic rights, formalize shareholder agreements, and build governance that actually matches a term sheet instead of default corporate law. It's the entity type investors expect to see once a Mexican startup is raising institutional rounds. What it doesn't solve is labor law — Mexican employment statutes don't define stock options as a category, which creates real ambiguity about whether option value could be treated as part of an employee's compensation in a labor dispute. That's a question for local counsel, not a cap table setting.

Colombia and Argentina: SAS, fast and flexible, but not equity-native by default. Colombia's Sociedad por Acciones Simplificada, created by a 2008 law, is now the default choice for new companies in the country — more than 90% of new Colombian businesses have incorporated as an SAS since the law passed, largely because it requires no minimum capital and offers real flexibility in governance. Argentina followed with its own SAS under the 2017 Ley de Apoyo al Capital Emprendedor, which allows fully digital incorporation in as little as 24 hours. Both structures can issue shares and support investor ownership, but neither comes with the option-pool tooling or investor-reporting conventions a Delaware-native platform assumes exist by default.

None of this is "same idea, different paperwork." A Ltda genuinely cannot do what an S.A. does. A SAPI exists because a plain S.A. wasn't built for VC terms. An SAS is fast to form and flexible to run, but it isn't a stock-option engine out of the box. A tool that treats all of Latin America as one flavor of "startup equity" gets at least one of these wrong.

The Delaware flip shows up here too — just later

Founders in Brazil, Mexico, Colombia, and Argentina hit the same fork in the road that African founders hit after their first real US term sheet: a lead investor wants a Delaware entity, sometimes routed through a Cayman holding company on top of it — the structure sometimes called a "Cayman sandwich." The local entity — the Ltda, the SAPI, the SAS — doesn't disappear. It becomes a subsidiary, keeps employing people and running local operations, while the Delaware or Cayman entity above it becomes the one investors actually hold shares in.

The mechanics are close to what we've written about for African startups going through the same restructuring: share ratios between the old entity and the new one are negotiated, not automatic, and the option pool gets reconstituted at the new holding company rather than carried over as-is. A flip out of an existing structure has been reported to take roughly four to eight weeks for a company like an Argentine startup, depending on how tangled the pre-flip cap table already is. If your spreadsheet was tracking SAPI or SAS ownership before the flip, someone has to manually recompute every stakeholder's position — SAFE holders, vested option holders, everyone — and that's exactly where spreadsheets quietly go wrong.

Where the generic tools and the regional one both stop short

Carta and Pulley are excellent at the thing they're built for: a Delaware C-corp raising a priced round with US-standard SAFEs and 409A-adjacent option mechanics. Neither has a native concept of a Ltda's single quota class, a SAPI's shareholder-agreement flexibility, or an SAS's formation speed. Founders running one of these local entities end up modeling it as a Delaware cap table and hoping the approximation holds until the flip happens.

Capboard is the platform that actually markets to this region — multilingual (English and Spanish), multi-currency, priced per stakeholder rather than as a flat company fee. For a founder who wants cap table tracking with LatAm context baked in, it's a real option, and worth evaluating directly. But it's built to do one job: the cap table. It doesn't run your fundraising pipeline, doesn't give investors a tracked data room, and doesn't handle the shareholder governance that becomes a real requirement once a company has an actual board and outside investors expecting formal resolutions. We've written more generally about why a cap table tool alone stops being enough once fundraising and governance enter the picture — the same gap applies here.

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

Govy's cap table runs on an event-sourced, append-only ledger that can hold multiple entities on one login — useful for exactly this pattern, where a founder is running a local operating company today and may be adding a Delaware or Cayman holding entity above it later. Ownership, SAFE conversions, and option grants each become a permanent, auditable event instead of a cell that silently changed between spreadsheet versions.

To be direct about the boundary: Govy's jurisdiction-aware legal template pack today covers Saudi Arabia, the UAE, US/Delaware, and the UK. It does not generate S.A. stock option agreements for Brazil, SAPI shareholder documentation for Mexico, or SAS formation paperwork for Colombia or Argentina. That document still needs local counsel — no cap table platform, including Govy, replaces that judgment call yet. What Govy adds around that gap, with no per-stakeholder fee: a single ledger across entities and instrument types, a fundraising CRM to run the round that might trigger your own flip, and a data room that serves files straight from your company's own Google Drive with per-investor tracking — instead of PDFs over email while the legal side catches up.

The honest shortlist

If cap table tracking with real LatAm context is all you need today, Capboard is a legitimate, purpose-built choice — evaluate its per-stakeholder pricing against your headcount before committing. If you've already flipped to Delaware or Cayman and need standard US-style cap table and 409A-adjacent workflows, Carta or Pulley will serve you well. If you're earlier than that — still on your original Ltda, SAPI, or SAS, fundraising, and starting to need a data room and real governance around the cap table, not just a spreadsheet of who owns what — that's the gap Govy is built to close, honest about which jurisdictions have full legal-document coverage today and which still need your lawyer.

See how Govy's cap table, fundraising CRM, and data room handle a Latin American entity, with or without a later Delaware flip, at govy.tech.

FAQ

What's the best cap table software for Latin American startups?

It depends on what you actually need tracked. Capboard is the closest thing to a LatAm-native cap table tool — multilingual, multi-currency, priced per stakeholder — but it's a cap table product and stops there. Carta and Pulley assume a Delaware C-corp from day one and have no concept of a Brazilian Ltda, a Mexican SAPI, or a Colombian SAS. If you're still operating your original local entity, you need a tool that at least understands that entity exists, even if it can't generate its legal paperwork yet.

Do I need a Delaware flip to raise from US VCs as a Latin American startup?

Not always, but it's common. Most LatAm founders raising a priced round from US-based funds eventually get asked to restructure so a Delaware (often Cayman-Delaware "sandwich") entity sits above the local operating company. It's less about tax and more about giving US investors a legal structure their lawyers already know. A full flip out of Argentina, for example, has been reported to take roughly four to eight weeks depending on how complex the existing cap table already is.

Can a Brazilian Ltda issue real stock options?

Not cleanly. Brazil's Corporation Law (Law 6.404/1976, Article 168 §3) ties formal stock option plans to the Sociedade Anônima structure, where capital is divided into shares that can carry different rights. A Ltda has a single class of quotas with identical rights for everyone, which is why Brazilian startups planning a real option pool typically convert to or incorporate as an S.A. before granting options, rather than trying to force options onto a Ltda.

What's different about a Mexican SAPI de CV for equity purposes?

A SAPI de CV was created under Mexico's 2006 securities market reform specifically so venture-backed companies could do things a standard Sociedad Anónima can't as easily — limit certain shareholders' voting or economic rights, formalize shareholder agreements, and set up governance that matches a term sheet. It's the closest Mexican equivalent to a Delaware C-corp built for VC ownership, though Mexican labor law still doesn't define stock options, which is a separate risk worth a local employment lawyer's review before granting any.