Cap table calculator: who owns what after the round?

A cap table lists everyone who holds a stake in your company or will hold one after the round: founders, investors, lenders whose convertible loans convert, and the VSOP pool for employees. For each, it shows the shares, the percentage and the value at the round price. For a GmbH or UG, only the list of shareholders (Gesellschafterliste) at the Handelsregister is official; it does not know virtual shares.

• Pre-money valuation: the value of the company before the new money. The calculator includes the existing VSOP pool and the convertible loans in it.
• Post-money valuation: pre-money plus the investors' money, €9,999,853.80 in the calculator's seed round.
• Share (Geschäftsanteil): a real share in the GmbH or UG with a nominal amount in whole euros, here €1. Whoever holds it is a shareholder.
• Fully diluted: all shares plus all virtual shares of the VSOP pool, granted and free.
• Non-diluted: only the real shares, as in the list of shareholders.
• VSOP pool: virtual shares for employees. At an exit they entitle the holder to a payment, but they do not make anyone a shareholder.

The post-money valuation comes in two readings. Pre-money plus the investors' money gives €9,999,853.80. All shares after the round times the round price give €11,111,039.80. The difference is essentially the topped-up pool: 3,666 free virtual shares at the round price of €303.10 come to €1,111,164.60. The free pool belongs to no one yet, so it has no value in the table. Work out your own round in the calculator above.

The price per share is the pre-money valuation divided by all shares before the round, fully diluted: existing shares, the existing VSOP pool and the shares that convertible loans convert into in the round. New investors buy at this price. This is how the calculator's seed round works it out:

1. 1

   Shares before the round. 25,000 founder shares, no existing pool and 1,394 shares from the convertible loan: 26,394 in total.

2. 2

   Price per share. €8,000,000 ÷ 26,394 = €303.10, rounded to the cent.

3. 3

   The investor's shares. €2,000,000 ÷ €303.10 gives 6,598 whole shares for €1,999,853.80. The investor does not pay in the remaining €146.20.

4. 4

   Topping up the pool. To keep 10% of the shares free, 3,666 virtual shares are added. Fully diluted, there are then 36,658 shares, and the founders hold 68.2%.

Price and conversion shares depend on each other: the more shares the loan gets, the lower the price, and the lower the price, the more shares. The calculator solves this loop exactly. As the conversion shares sit in the denominator, they only dilute the existing shareholders, not the new investor. That is the usual reading of a fully diluted pre-money valuation; still, check it in your term sheet.

For a UG with few shares

A UG with €1,000 of share capital has at most 1,000 shares, as a share cannot be smaller than €1. In the same round, a share then costs €7,582.94 instead of €303.10. The investor gets 263 shares, €5,686.78 of the ticket is left over, and the founders hold 68.3% instead of 68.2%. The percentages barely change, but every rounding remainder gets expensive.

It therefore pays to increase the share capital before the round, for example to €25,000: from reserves as a capital increase from company funds, for which you need an audited balance sheet (§§ 57c ff. GmbHG), or by the founders paying in. From €25,000, the special rules for the UG no longer apply (§ 5a Abs. 5 GmbHG). If each founder holds just one large share, splitting it into €1 shares (§ 46 Nr. 4 GmbHG) makes the stake easier to handle; the share capital, and with it the maximum number of €1 shares, stays the same.

A convertible loan converts into shares in the next financing round. The conversion price is the lower of two prices, but never less than the floor:

• Discount: the round price less a reduction, often 20%. It applies as long as the round is not valued well above the cap.
• Cap: the valuation cap divided by the shares before the round. It applies when the round is valued well above the cap.
• Floor: the valuation floor divided by the shares before the round. It protects the founders in a low-valued round and is agreed less often.

The same note in three rounds

Which price applies depends on the round's valuation. Here is the same loan with a €3m floor, in three rounds with €2m of investment each:

At €8m the cap applies, at €5m the discount. At €3.5m the floor raises the price: the lender gets 2,423 shares instead of 2,617.

Why the lender pays €1 per share in cash

The usual approach: the lender takes up the new shares against a cash contribution at nominal value and contributes the claim from loan and interest to the capital reserve (§ 272 Abs. 2 Nr. 4 HGB). If the lender contributed the claim in kind, the register court would have to check its value, and the lender would be liable for any shortfall. For a UG, contributions in kind are ruled out as long as its share capital stays below €25,000 even after the increase (§ 5a Abs. 2, 5 GmbHG; BGH, II ZB 25/10). So each share costs the lender €1 in cash, and the claim covers the rest of the conversion price:

1. 1

   Interest. €250,000 × 5% × 365 ÷ 360 days = €12,673.61. The claim comes to €262,673.61.

2. 2

   Shares. €262,673.61 ÷ (€189.44 − €1) = 1,394, rounded to whole shares.

3. 3

   Cash contribution. €1,394 of nominal amounts go into the share capital.

4. 4

   Capital reserve. The whole claim, €262,673.61. In total, the lender puts €264,067.61 into the shares.

Of every euro that investors and lenders put in, only the nominal amount ends up in the share capital: €1 per new share. Everything above that goes into the capital reserve, as share premium (Agio) on issuing the shares (§ 272 Abs. 2 Nr. 1 HGB) or as another contribution to equity (Nr. 4). Which form you choose is set out in the investment agreement; it changes nothing in the cap table.

The share capital rises from €25,000 to €32,992. The shareholders resolve this capital increase of €7,992 before the notary, and the Handelsregister records the new share capital. The €2,255,929.41 capital reserve appears in the balance sheet, not in the register.

The company receives €2,001,247.80 in cash: the investor's purchase price and the lender's nominal amounts. The company received the loan itself earlier; on conversion, it becomes equity.

Investors usually require a pool for future employees to be free after the round, 10% of the fully diluted shares in the calculator's seed round. What is often left open is who bears the top-up:

• Post-money pool: The pool is topped up after the round. Everyone is diluted pro rata, the new investor included. This is how the calculator works unless you change it.
• Pre-money pool: The top-up already counts towards the pre-money valuation. The price per share falls, and only the existing shareholders bear the dilution. This is known as the ‘option pool shuffle’.

With a pre-money pool, the founders hold 2.4 percentage points less, and the investor gets 20.0% instead of 18.0% for the same money. Both are common; which applies is set out in the term sheet. Watch out for wording such as ‘pre-money including a free pool of 10% after the round’: that is a pre-money pool.

After the seed round, the founders hold 68.2% instead of 100%. They took up their 25,000 shares for €25,000; at the round price of €303.10, they are worth €7.58m. The new investor takes nothing away from them: the investor pays the same price for each new share at which the existing shares count too, and the money flows into the company. Only the lender gets shares more cheaply, at €189.44 per share, having provided money earlier.

The higher the valuation, the fewer shares the same investment costs, and the more your stake is worth. That is a paper value at the round price. What reaches you in a sale depends on the exit price and the investors' rights, above all liquidation preferences. How the proceeds are shared is shown in the calculator under Who gets what at an exit?

Every round with new shares is a capital increase against contributions. The framework is set by the term sheet, investment agreement and shareholders' agreement. If they contain obligations to transfer shares, such as drag-along or leaver rules, they must be notarised too (§ 15 Abs. 4 GmbHG). The capital increase itself takes six steps:

1. 1

   Resolution. The shareholders' meeting resolves to increase the share capital, in the calculator's seed round by €7,992 to €32,992, and admits the subscribers. The resolution amends the articles of association, is notarised and needs at least three quarters of the votes cast (§ 53 GmbHG).

2. 2

   Declaration of acceptance. Each investor and each lender declares which new shares they take up, notarised or with a certified signature (§ 55 Abs. 1 GmbHG).

3. 3

   Payment. Before the filing, at least a quarter of the nominal amount must be paid in on each new share (§ 56a in conjunction with § 7 Abs. 2 Satz 1 GmbHG); for a UG that stays below €25,000, the full nominal amount (§ 5a Abs. 2 Satz 1 GmbHG). The managing directors confirm this in the filing (§ 57 Abs. 2 GmbHG). When the share premium is due is set out in the investment agreement.

4. 4

   Filing. All managing directors file the increase with the Handelsregister with notarially certified signatures (§§ 57, 78 GmbHG), together with the declarations of acceptance, a list of the subscribers and the new wording of the articles of association.

5. 5

   Registration. The capital increase only takes effect on registration in the Handelsregister (§ 54 Abs. 3 GmbHG).

6. 6

   List of shareholders. The notary files a new list of shareholders (§ 40 Abs. 2 GmbHG). Towards the company, only those listed in it count as shareholders (§ 16 Abs. 1 GmbHG). If there is a change in who holds or controls more than 25% of the shares or voting rights, it belongs in the transparency register (§ 20 GwG).

You don't necessarily have to attend in person: the notary can certify the declarations of acceptance (§ 55 Abs. 1 Satz 2 GmbHG) and the filing (§ 12 Abs. 1 Satz 2 HGB) by video, and notarise a unanimous resolution on the capital increase by video (§ 53 Abs. 3 Satz 2 GmbHG). How certification by video works is explained under online notarization.

For the term sheet, investment agreement and VSOP, advice from a lawyer helps. Articles with pre-emption rights, drag- and tag-along and vesting are available as articles of association from a lawyer.

The calculator shows how the shares are split in a round and how sale proceeds are shared with a simple liquidation preference. These points also decide what you end up owning and being paid:

• Liquidation preference in detail: The exit calculator gives all investors and convertible loans the same preference with equal rank, with or without participation in the rest. It does not model a cap on participation, a ranking between several rounds, earn-outs or exit costs; these are governed by the investment agreement and the purchase agreement.
• Anti-dilution protection: If a later round comes at a lower price, protected investors receive additional shares, usually by a weighted-average formula.
• Several rounds: The calculator models exactly one round. Work out several rounds one after the other, with the cap table after one as the starting point of the next.
• Vesting and leavers: Whether founder and VSOP shares have vested yet and what happens when someone leaves is governed by the shareholders' agreement and the VSOP terms. The calculator counts all shares in full.
• Most favoured nation: If a convertible loan has a most-favoured-nation clause (MFN), better terms of later loans also apply to it. In that case, enter the better terms.
• Conversion without a round: Many convertible loans also convert at maturity or on a sale, often on different terms. The calculator shows conversion in a financing round.
• Other conversion formulas: Some agreements divide the claim by the full conversion price and have the nominal amount paid on top; that gives slightly fewer shares. The conversion clause governs.
• Sale of existing shares: If an investor buys shares from the founders instead of new shares, only the split changes; the share capital stays the same.
• Taxes: Share premium, conversion and VSOP have tax consequences for the company, investors and employees. Clarify them with advice from a tax advisor.

As of: 11 October 2026. The calculator follows a commercial law firm's cap table template and reproduces its example round value for value; only the pool top-up is rounded to whole shares, where the template leaves fractions. Everything is calculated in your browser. This is how the calculator rounds:

• Nominal amount: €1 per share, for founders, investors and lenders.
• Price per share: rounded half up to the cent.
• Investors: whole shares only, rounded down. They do not pay in the rest of their ticket.
• Convertible loans: shares rounded half up to whole shares. Simple interest, to the cent: interest days from the term (months × 365 ÷ 12, rounded; in the law firm example, the actual days of its loans), divided by 360 as in the template or by 365 if you choose.
• VSOP pool: top-up rounded up to whole virtual shares, so that at least the target share stays free. If the free pool is already above the target, it is not reduced.

Model calculation, not legal or tax advice. Your contracts govern: term sheet, investment agreement, articles of association, loan and VSOP terms.

Statutes (German originals)

• GmbHG, nominal amount of shares (§ 5)
• GmbHG, Unternehmergesellschaft (§ 5a)
• GmbHG, list of shareholders (§ 40)
• GmbHG, amending the articles (§ 53)
• GmbHG, taking up new shares (§ 55)
• GmbHG, contributions to the new share capital (§ 56a)
• GmbHG, filing the capital increase (§ 57)
• GmbHG, capital increase from company funds (§ 57c)
• HGB, filings for registration (§ 12)
• HGB, capital reserve (§ 272)