Moving Your Cap Table From a Spreadsheet to Software: A Migration Checklist

Collect the source records, not the spreadsheet's summary of them:

• Certificate or articles of incorporation and all amendments, showing authorized shares by class.
• Stock purchase agreements, stock ledger and any certificates.
• The equity incentive plan, every board consent approving grants and every option agreement.
• SAFEs, convertible notes and warrants, with amounts, dates, caps, discounts and interest terms.
• Financing documents: term sheets, closing sets and any side letters.
• Every 409A valuation and any exercise or repurchase records.

If any document is missing, ask your lawyer to check their files. A grant that's on the sheet but can't be supported by paperwork should be flagged for counsel before you import.

Work through each check and record the result:

1. Total issued shares by class do not exceed authorized shares in the charter.
2. Every holder has a matching purchase agreement or grant document.
3. Every option grant has board approval, a grant date and a vesting start date.
4. Canceled, forfeited and exercised options are removed, and unexercised shares return to the pool where the plan allows.
5. The option pool available equals reserved shares minus grants outstanding and exercised.
6. Convertible instruments have correct amounts, caps, discounts and accrued interest.
7. The fully diluted total agrees with your last financing's closing cap table.

Some cases need extra care: shares repurchased from a departed founder, stock splits, early-exercised shares that are still vesting, warrants, and transfers between holders. Convertible notes accrue interest until they convert, so calculate it to a fixed date and record which date you used. Write each special case down with the document that supports it.

As a quick sanity test, compute each holder's percentage and check that the ownership column adds up to the fully diluted total. Rounding differences are fine, but a gap of a whole share is a sign of an error.

Look out for these when you review the sheet:

• Duplicate people under different spellings or entities, such as a founder and their trust.
• Options counted as issued shares before exercise.
• Vesting dates that don't match the agreements, especially where a founder's vesting was reset at a financing.
• SAFEs and notes modeled with the wrong cap type. Check each cap type against the SAFE itself.
• Share classes named differently in the sheet and in the charter.
• Missing early-exercised shares and their 83(b) elections, so confirm each one was filed.

Fix each one against the source document and keep a log of changes with the reason. That log helps your lawyer and auditors later.

Compare on what you need at your stage. Start by confirming current features and terms in a demo:

• Onboarding help: who does the data entry and how they handle errors they find.
• Legal review: whether counsel checks the cap table against your documents and how that's priced.
• 409A and valuation support: whether it's integrated or separate.
• Investor and employee access: what people can see and how it's controlled.
• Exit and export: how you get your data out if you switch later.

Our comparisons of Carta, Shareworks and Pulley, Carta versus Pulley for pre-IPO SaaS and early-stage 409A workflows walk through the tradeoffs. Ask each provider what you need to bring and how long a typical migration takes at your size.

Before you tell anyone the new cap table is official, run these checks:

1. Compare fully diluted shares, ownership by holder and available pool in the software with your reconciled sheet.
2. Run a sample of 10 or more holders through their full history and confirm vesting schedules.
3. Ask your lawyer to review the final cap table against the legal records.
4. Freeze the spreadsheet as read-only, and note the migration date in your records.
5. Set permissions so only named people can edit.

Then update processes: grants go through the software after board approval, and each quarter you reconcile it to the ledger. Keep the cap table template as your fallback format and a source of clean exports.