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Cap Table Audit Checklist
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Questions to ask yourself before your Series A to ensure a clean cap table | acevedoventurelaw.com
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AreaQuestionStatusRisk LevelAction Items
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Ownership Accuracy
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Does the cap table match your certificate of incorporation?
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Are all founder shares reflected with correct vesting schedules?
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Have all stock purchase agreements been executed and filed?
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Are 83(b) elections on file for all restricted stock grants?
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Does total authorized share count match what is issued + reserved?
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SAFE / Convertible Notes
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Are all SAFEs listed with correct valuation caps and discount rates?
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Do you know the fully diluted ownership if all SAFEs converted today?
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Are there any SAFEs with MFN provisions that need updating?
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Have you modeled the dilution impact of SAFE conversion at your target valuation?
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Are convertible note interest accruals being tracked?
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Option Pool
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Is the option pool size documented in the cap table?
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Are all granted options reflected with correct strike prices?
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Have any options been exercised, and is that reflected?
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Are there unvested options for departed employees properly handled?
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Is the remaining unallocated pool sufficient for pre-Series A hiring?
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Investor Rights
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Are pro rata rights documented for existing investors?
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Are there any side letters with special terms?
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Do any investors have anti-dilution protections?
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Are information rights obligations being met?
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Are there any rights of first refusal on secondary sales?
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Cleanup Items
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Have all former founders / departed employees been properly terminated on cap table?
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Are there any outstanding warrants or conversion rights?
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Is your transfer agent or cap table software up to date?
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Have you reconciled your cap table against Carta / Pulley / spreadsheet?
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Can you produce a clean cap table summary within 24 hours if asked?
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