Cap Table Template: What Every Free One Gets Wrong Outside the US and UK

A cap table template is a spreadsheet that lists every stakeholder in a company, what they own, what instrument they hold it through (shares, options, SAFEs, convertible notes), and how ownership changes as new equity is issued. It works fine for a two-founder company with no outside money. It stops working the moment your company has a share class, a jurisdiction, or an investor that the template's author didn't design for — and almost every free template in circulation was designed for a Delaware C-corp or a UK limited company, not for the 90% of the world that's neither.

That gap is worth understanding before you build one, because the templates that rank for this search are good at what they do and specific about what they don't do.

What the popular templates actually cover

Search for "cap table template" and you'll land on versions from Carta, Pulley, Slidebean, Fidelity Private Shares, or independent spreadsheet builders. They're competently built. Most include:

• A stakeholder list with name, role, and shares held
• Fully diluted ownership percentage, recalculated as new rounds are added
• SAFE and convertible note tracking with cap and discount fields
• An option pool line item
• A basic waterfall for modeling a future round or exit

Where they run into trouble — and this shows up directly in the vendors' own writing, not just user complaints — is jurisdiction. Vestd, a UK equity platform, publishes a template alongside a companion post arguing founders shouldn't actually use it, because UK cap tables have to reconcile with Companies House and HMRC filings, and a spreadsheet has no mechanism to catch the moment those two records drift apart. Carta's version assumes common stock and preferred stock, 83(b) elections, and a Delaware-style option pool — because that's Carta's core customer.

Neither assumption holds if you incorporated as a Saudi simplified joint stock company, a UAE free zone entity, a Kenyan or Nigerian private limited company, or a Singapore Pte Ltd with SAFEs that aren't a recognized instrument under local company law in the first place.

Why the jurisdiction gap breaks the template, not just the labels

It's tempting to think this is a find-and-replace problem — swap "common stock" for "ordinary shares" and move on. It isn't, for three reasons that show up in real cap tables:

Share class terminology carries legal weight, not just naming. Most Commonwealth-derived company law systems (UAE, Kenya, Nigeria, Singapore, Pakistan) use ordinary and preference shares with rights attached by class, not the common/preferred split US templates assume. Getting the class structure wrong on paper can misstate actual liquidation and voting rights, not just look unfamiliar.

SAFEs aren't a recognized instrument everywhere. A SAFE is a contract, not a security type defined in most non-US company law. In the UAE's ADGM and DIFC free zones, SAFEs are used and enforceable under English-common-law-based frameworks. Outside a free zone — onshore UAE, most of Saudi Arabia, much of Africa — a convertible note or an advance subscription agreement is the instrument that actually maps to local law, and a cap table template built around "SAFE cap" as a column header doesn't have anywhere to put that.

General assembly and quorum requirements aren't in the template at all because US and UK templates don't need them. Saudi Arabia's Companies Law requires a general assembly resolution for actions like issuing new shares or amending the bylaws — something a spreadsheet has no field for, because the entire concept doesn't exist in a Delaware cap table.

None of this means the template is broken. It means it was built for one legal system, and every non-US founder using it is quietly translating between two systems by hand, which is exactly where errors get introduced.

Building a template that actually holds up

If you're going to run on a spreadsheet for now — reasonable for a two-founder, pre-investment company — build these sections explicitly rather than borrowing a US-shaped template wholesale:

1. Stakeholder ledger. Name, role, entity type (individual vs holding company), and country of tax residence. Founders in MENA and Africa frequently hold equity through a personal holding vehicle for tax reasons; a flat name column misses that.
2. Share class by actual jurisdiction terms. If you're a UK-model company, use ordinary/preference, not common/preferred. State rights per class (voting, dividend, liquidation preference) in a separate tab, not just the label.
3. Instrument log, not just a cap table snapshot. Every SAFE, convertible note, or advance subscription agreement gets its own row with instrument type, cap, discount, and — critically — which jurisdiction's contract template it was signed under. A SAFE signed under Delaware law and one signed under DIFC law are not interchangeable just because both say "SAFE."
4. Currency field, not an assumption. If your seed round was raised in USD but your Series A term sheet is in AED or NGN, a single-currency template will misstate ownership the moment you convert, especially across a live funding round where the exchange rate moves during the raise.
5. A change log. Date, what changed, who approved it. Most spreadsheet cap tables have no audit trail at all — the previous version simply gets overwritten. If an investor asks "show me the cap table from before the last round," you need to be able to produce it, not reconstruct it from memory. We wrote a longer breakdown of exactly how this failure mode plays out in cap table spreadsheet errors.

When the template stops being the right tool

A spreadsheet, built well, comfortably handles a company with two or three founders and no external capital. The signal that it's time to move off it isn't company age or headcount — it's any one of these:

• You've signed your first SAFE or convertible note and now have to model what happens when it converts
• You're issuing your first employee equity grant and need a jurisdiction-appropriate grant agreement, not just a spreadsheet row
• An investor has asked for a data room, and you're sending PDFs over email because there's no tracked way to share ownership data
• Your company is legally required to hold a general assembly (Saudi Arabia, and most civil-law jurisdictions) and you have no record of resolutions or quorum
• You've noticed the spreadsheet and your actual signed documents don't agree anymore, and you're not sure which one is right

At that point the problem isn't the template's design — it's that a single flat file with no audit trail and no jurisdiction logic can't do what a growing cap table actually needs. We go through that transition in more detail in cap table tool vs. operating system.

The honest tradeoff

A template is free and gets a founder from zero to a working ownership record in an afternoon. What it can't do is enforce that the number in the spreadsheet matches the number in your signed documents, generate a jurisdiction-correct grant agreement when you issue options, or produce a general assembly minute when Saudi law requires one. Those aren't spreadsheet features waiting to be added — they're a different category of tool.

If you're still on a template and it's holding, keep it, but build the sections above deliberately rather than inheriting a Delaware-shaped one. If you've hit any of the five triggers above, that's the actual signal to move, not a headcount milestone or a fundraising deadline.

Govy runs cap table, ESOP, governance, and your data room on one ledger built for founders outside the US-Delaware default — see how it handles your jurisdiction at govy.tech.

FAQ

What should a cap table template include at minimum? A working cap table template needs, at minimum: a stakeholder list, share class and instrument type per holder, shares issued and fully diluted percentage, price paid per share, issue date, and a running log of every SAFE or convertible note with its cap and discount. Anything less and you can't answer "who owns what if we raised right now" without redoing the math by hand.

Is a Google Sheets cap table template good enough for a pre-seed startup? Yes, for a company with two or three co-founders and no outside investment yet, a spreadsheet is a reasonable place to start. The moment you sign a SAFE, issue your first equity grant to an employee, or bring on a second share class, the spreadsheet needs a version-control discipline most teams never actually enforce.

Why do free cap table templates assume a Delaware C-corp? Most free templates are published by US cap table vendors (Carta, Pulley, Fidelity Private Shares) or built around US tax and legal defaults — common stock, preferred stock, 83(b) elections, QSBS. A company incorporated as a UAE free zone entity, a Saudi simplified joint stock company, or a Kenyan private limited company uses different share terminology and different filing obligations, and none of that maps cleanly onto a Delaware-shaped spreadsheet.

What's the difference between a cap table template and cap table software? A template is a static snapshot you update by hand; software is a ledger that recalculates ownership, dilution, and vesting automatically every time something changes and keeps a record of who changed what. The template answers "what did our ownership look like on the day I last touched this file." Software answers "what does our ownership look like right now, and can I prove it."

Can I convert a spreadsheet cap table into cap table software later? Yes — most cap table platforms, including Govy, let you import your existing stakeholder list, share classes, and issued equity when you set up your account, so you don't lose the history in your spreadsheet. The harder part isn't the import, it's reconciling any places where the spreadsheet and your actual signed documents have quietly drifted apart, which is worth doing before you migrate, not after.