Cap Table Management

Cap table management is the discipline of keeping a company's ownership record — who holds how many shares, what percentage, at what price, with what rights and vesting — accurate and current. The Companies Act 2013 anchors the underlying records: the register of members under Section 88, the issue of share certificates under Section 46, and the recording of transfers and transmissions under Section 56. Every allotment, transfer, ESOP exercise and buyback must flow through these records and, where prescribed, through filings with the Registrar in forms like PAS-3 and SH-4.

A cap table looks simple — a spreadsheet of shareholders — but it fails quietly and expensively. Options that were promised in term sheets but never recorded, ESOP vesting tracked outside the official records, transfers executed but never filed, preference rights that no one can reconstruct — each of these surfaces at the exact moments the company needs its records to be true: a funding round, an exit, an audit, or a due-diligence by a buyer.

When the cap table diverges from the statutory records, the company cannot cleanly close the transactions it needs. A round's share certificates depend on the previous round's filings; a due-diligence that finds shareholding mismatched with the register of members costs weeks; an exit that cannot be documented stalls. The MCA record is public — the register must match what the filings say, or the company's own story contradicts itself.

This service is for startups and private companies with multiple rounds, ESOPs, or simply years of accreted shareholding events. We build the cap table from the statutory records, reconcile it to the register of members and the MCA filings, clean up past allotments and transfers under Sections 56, 88 and 46, and run a process where every future share event lands in the records and the filings at the same time.