Cap Table Mistakes That Bite You in Due Diligence

Story.law ·

Introduction: Why Cap Table Mistakes Blow Up Series A Diligence

Founders see their cap table as a spreadsheet. Investors' counsel treat it like a checklist. That gap is where investment deals stall, valuations get re-cut, and founders learn that "I sent them an offer letter with some options" is not the same thing as a legally issued security - it's worse.

This guide walks through the three defect categories that reliably blow up diligence: option and stock grants that were never actually approved by the board, lost or never-collected signatures on grant agreements and consents, and shares that were "issued" without the recipient ever paying for them. These lead to data entry mistake on cap table spreadsheet, like grants entered twice, or terminations you missed recording. None of these are modeling errors. They are legal-process mismatches between approvals, signatures, and issuance records, and that is the most expensive kind of cap table failure to unwind.

What this guide covers

We cover what counts as a cap table defect, how founders accidentally create them, the three requirements for a valid equity issuance, and how Story.law's Aegis Cap Table rebuilds your cap table only from legally effective documents, automatically, with zero founder work. If something is not signed or approved by the legally-required people, it does not get added. No vibes-based equity.

Who should read it

Any founder heading into a priced round, any operator cleaning up a seed-stage mess before the term sheet lands, and anyone who has verbally promised equity and quietly hoped it would sort itself out. One real example from our practice: a founder promised equity to three early employees verbally, no board consent, no stock plan, no signed agreements. Eighteen months later at Series A, the fix required retroactive board consents, a 409A valuation, stock plan adoption, individual grant agreements, and 83(b) election cleanup. Price tag: $25,000 in legal fees. Typical cleanup window when your lawyers surface this stuff mid-diligence is 2 to 4 weeks of scrambling against an investor deadline. Read this now so you are not that founder later.

What Is a Cap Table Defect (and Why Diligence Finds Them)

A cap table defect is simple to define and painful to find: it's a mismatch between what your spreadsheet says you issued and what your signed documents actually prove you issued. The spreadsheet is a claim. The documents are the real legal instrument. When those two disagree, you have a defect, and investor counsel will find it, because finding it is literally their job. It's where they find hours to make a living.

Cap table vs. legal reality

Most cap table tools, Carta included, are built around data entry. A founder (or a lawyer the founder is paying by the hour) types rows into a system, and the system trusts them. That's how a cap table drifts from legal reality: someone keyed in a 10,000-share option grant that the board never actually approved, or a SAFE whose signature page nobody countersigned, or a founder stock purchase where the $100 check never cleared. The spreadsheet still looks clean. The underlying paper doesn't exist.

Story.law's Aegis Cap Table flips that model. The cap table is a data visualization of the company's legal reality, every row has its paper, and clicking any holding opens the signed document it came from. Founders enter no data. They upload documents, Aegis extracts the legal reality, and if something isn't signed or approved by the legally-required people, it doesn't get added. Built on the Open Cap Format, downloadable as a lawyer-ready Excel file.

How investor counsel audits grants

Series A diligence counsel doesn't care what your cap table says. They care what you can prove. For every grant on the table, they test three things: Was it approved by the board (and sometimes stockholders)? Is there a contract signed by both sides? Was consideration, actual exchange of value, paid? Miss any one of those three and that grant is defective. The most expensive cap table failure isn't a modeling error. It's a legal-process mismatch between approvals, signatures, and issuance records, and it's exactly what a document-grounded cap table prevents, because defective grants never make it on in the first place.

Why Cap Table Hygiene Matters in 2025

Series A diligence in 2025 does not look like it did five years ago. Investor counsel runs AI-assisted document review across every board consent, stock purchase agreement, and option grant you have ever issued. Gaps that used to slide, a missing signature here, an option grant without board approval there, now get flagged in the first pass. The paper either ties out or it doesn't, and the firms writing the check have far less patience for the "we'll clean it up at closing" shrug.

Tighter diligence standards

The bar has moved. A current 409A valuation, a properly adopted equity incentive plan, and a board consent for every single option grant are table stakes. Miss any of them and you are not negotiating valuation anymore, you are negotiating how much of the round gets held back in escrow while your lawyers scramble. The most expensive cap table failure is not a modeling error in a spreadsheet. It is legal-process mismatch: approvals that don't line up with signatures that don't line up with issuance records. That is the defect that kills deals or re-prices them downward.

The real cost of waiting

Here is the uncomfortable truth: waiting to fix cap table hygiene means paying roughly 10x more in legal fees to mop up the mess later. A clean board consent costs almost nothing in the moment - that's why we do it in real time in our automated processes. Reconstructing two years of ratification resolutions, chasing former employees for signatures, and rebuilding an audit trail during a live diligence process costs real money and real leverage.

Story.law was built for exactly this gap. Aegis is lawyer-in-the-loop and hallucination-proof, a practicing attorney reviews the output, not just an AI model guessing at your documents. You get a diligence-ready data room and a cap table built from your documents' reality, not your best guess, at 70% less than BigLaw. Break-even is one avoided mistake. Design your perfect package and try it free for 7 days at story.law.

Common Cap Table Mistakes That Surface in Due Diligence

Diligence lawyers don't care what your spreadsheet says. They care whether each security on your cap table was actually, legally issued. When they start pulling threads, four defect categories account for most of the carnage, and every one of them traces back to a missing document, a missing signature, or a missing dollar. Here's what blows up on the diligence call, and why your cap table software probably won't catch any of it before the acquirer's counsel does.

Key Problems Encountered

  • Unapproved option grants. Option agreements pulled from a free template, filled in by a founder, and emailed to a new hire do not create valid options. Without a board-approved equity incentive plan and a 409A valuation less than a year old, there is no option, but the recipient still has a legal claim against the company. You get the liability without the equity math working out.

  • Unapproved stock issuances. Shares aren't valid until the board approves the issuance. The grant date has to equal the board consent date, and there has to be enough authorized or plan-reserved stock to cover it. Founders routinely issue employee or advisor stock before a board consent exists, then backdate the paperwork and hope nobody notices. Diligence counsel always notices.

  • Lost or missing signatures. Stock purchase agreements, board consents, and grant agreements where one required party never signed. Filing a Certificate of Incorporation and agreeing on a founder split over coffee is not the same as validly issuing shares, someone has to sign the SPA.

  • Missed payment for securities. Founder stock that was never actually paid for, in cash or through a signed IP assignment, is not validly issued. No consideration, no shares. You need documentation showing which form of payment applied and proof it happened.

This is where Story.law's Aegis Cap Table does something Carta structurally cannot. Carta tracks what you tell it. Aegis builds your cap table from what is legally effective, did the board actually consent, did the necessary parties actually sign, was consideration actually paid, and flags missing board consents that Carta will happily ignore. It deduplicates files, combines signature pages, and organizes the whole mess into diligence-ready form, so defects surface now instead of three days before your Series A closes.

The Three Requirements for a Valid Equity Issuance

A security isn't a security because you typed it into a spreadsheet or clicked "issue" in a document generator. Every grant, stock or options, has to clear three legal gates. Miss one and that equity doesn't exist, no matter what your cap table UI shows. The acquirer or lead investor learns this from their lawyers, and that makes you look bad. We're here to help you get it right from the start.

Must-Have Legal Elements

  • Board approval before issuance. The grant date must equal the board consent date. No backdating, no "we'll paper it later." If the board didn't approve it before the grant, the grant didn't happen.
  • Share availability. You need enough authorized shares in the Certificate of Incorporation, and for options, enough shares reserved under the equity incentive plan. Over-issuing past your pool is a classic diligence catch.
  • For options: a valid plan plus a 409A less than one year old. No plan, no options. Stale 409A, no defensible strike price.
  • For stock: a signed stock purchase agreement and paid consideration. Shares aren't validly issued until the board approves, the recipient signs the SPA, and the purchase price is actually paid. Founder stock specifically has to be paid for in cash or a signed IP assignment, and you need the documentation showing which one applies. Filing your Certificate of Incorporation and shaking hands on an equity split is not the same as issuing shares.

How Story.law Aegis Verifies Each One

The document-generator path is where founders get burned: you generate an option grant, email it around, and discover two years later in diligence that the board never approved it, meaning the option legally doesn't exist. Aegis runs the whole sequence instead of just producing paper. For every grant, Aegis builds the board consent, verifies option pool capacity against your plan reserve, checks that your 409A is still valid, generates the option or stock purchase agreement, executes the consent, routes signatures in the correct order, and flags any required securities filings. Lawyer-in-the-loop, so a human attorney signs off on the judgment calls, software handles the sequencing you'd otherwise forget.

How Founders Actually Create These Defects: Real Diligence Failure Patterns

Cap table defects almost never look dramatic when they happen. They look like a Slack message, a Google Doc, a handshake at a coffee shop, or a PDF downloaded from a startup blog. Eighteen months later, diligence counsel finds them and your Series A grinds to a halt. Here are four patterns we see constantly, and what Aegis would have blocked in real time by refusing to record anything that is not backed by signed, board-approved paper.

The verbal promise trap

A founder tells three early employees, "You'll get 1% each, don't worry about it." No board consent. No equity incentive plan adopted. No signed grant agreements. Everyone goes back to work. Eighteen months later, the Series A lead's counsel asks for the stock plan and the grant paper. There isn't any. The fix: retroactive board consents, a fresh 409A valuation, adopting a stock plan, drafting individual grant agreements, and cleaning up 83(b) elections. Total legal cost in one real case: $25,000. Aegis would have refused to log those grants as outstanding equity in the first place, flagged the promises as unissued, and routed the founder to actually paper them before they festered.

The template option agreement trap

You find an "option agreement" template online, fill in the blanks, sign it, hand it to a contractor. No 409A valuation. No equity incentive plan. No board approval. Legally, you did not grant an option, but the recipient may still have a claim against the company for whatever you promised them. Diligence counsel will spot the missing plan and valuation in minutes. Aegis won't let you issue options without the three ingredients attached: approved plan, current 409A, board consent.

The missed 83(b) trap

Founder stock is almost always subject to vesting. If you don't file an 83(b) election with the IRS within 30 days of issuance, you lose the chance. Many founders ask us how to fix it, and the answer is not good news. At Series A: preferred stock purchase agreements routinely include a representation that, to the company's knowledge, all 83(b) elections have been timely filed.

The advisor agreement trap

You sign a standard advisor agreement, maybe a FAST agreement, that says the advisor "will receive" some stock or options. Founders routinely treat that document as the grant itself. It isn't. The advisor agreement is a promise. The actual grant requires a separate process: board approval, signed grant documents, and, for stock, payment of the purchase price. If any of those pieces is missing, diligence counsel finds a phantom position on your cap table and a disgruntled advisor on the other end of the phone. Aegis separates the agreement from the issuance and refuses to record equity as outstanding until all three legs, consent, contract, consideration, are complete.

What to Look for in a Cap Table Platform That Prevents Diligence Failures

Most cap table tools are glorified spreadsheets with a login screen. They track what you type in. They do not check whether what you typed in is legally real. That is why so many cap tables fall apart the second a Series A acquirer's counsel starts pulling threads. If you want a platform that survives diligence instead of embarrassing you during it, judge it against the list below, not the demo reel.

Must-Have Features

  • Builds the cap table from signed documents, not data entry. If a human is typing shares into a form, you are one typo away from a defect. You either pay lawyers to enter the complex stuff correctly, or you get a Cap table like ours that incorporates the lawyer logic on the back end.
  • Automatically flags missing board consents instead of silently accepting whatever you claim exists.
  • Verifies option pool capacity before issuance so you cannot grant options you do not actually have.
  • Checks 409A validity at grant (less than one year old) to prevent stale-valuation option grants.
  • Routes signatures in the legally correct order, consent first, then agreement, then filings, not whatever order a founder clicks buttons.
  • Includes lawyer review and attorney-client privilege, not just customer support.
  • Every row links back to its underlying signed document, so a diligence request becomes a click, not a scavenger hunt.
  • Downloadable in Open Cap Format as a lawyer-ready Excel file so acquirer counsel can actually use it.

Here is the honest comparison. Carta and most incumbents are data-entry tools: they track what you tell them, and if you tell them wrong, the cap table is wrong, quietly, for years, until diligence. Story.law Aegis is the opposite. The Aegis Cap Table is built only from legally effective documents, automatically, with zero founder data entry. If a security was not signed or approved by the legally required people, it does not get added. Aegis flags missing board consents where Carta does not. When you issue options, Aegis builds the board consent, verifies option pool capacity, checks 409A validity, generates the option agreement, executes the consent, routes signatures in the correct order, and flags required securities filings, instead of letting a document generator spit out paperwork that two years later turns out the board never approved. Every row has its paper; clicking any holding opens the signed document it came from. Every subscription includes lawyer review and an engagement letter with Story LLP, so an attorney, under attorney-client privilege, flags anything that needs fixing before an acquirer's counsel finds it first.

How Founders and Startup Operators Prevent Cap Table Defects Using Story.law Aegis

Most cap table defects start the same way: a founder (or the lawyer the founder is paying by the hour) types numbers into a spreadsheet or into Carta and hopes it matches the paper. Aegis flips that. You don't enter data. You upload the mess.

Document upload and extraction

Drop in your stock purchase agreements, option grants, SAFEs, convertible notes, and certificate of incorporation. Aegis extracts ownership data, share counts, vesting schedules, and investment terms directly from the signed documents. Your cap table is ready in about 30 minutes, not a week of back-and-forth with outside counsel reconciling a spreadsheet against a dropbox folder.

Legal-reality cap table build

Here's the part incumbents skip: Aegis analyzes what is actually legally effective. It checks whether the necessary parties signed, deduplicates the four slightly different versions of the same grant floating around your drive, and combines loose signature pages with the agreements they belong to. The Story Cap Table shows the company's legal reality, not a founder's best guess, not a lawyer's data entry. Every row has its paper. Click any holding and the signed document it came from opens.

Diligence-ready data room

Once extraction is done, Aegis renames, categorizes, and organizes everything into diligence-ready, shareable form. The cap table is built on the Open Cap Format and downloads as a lawyer-ready Excel file your acquirer's counsel can actually open and verify.

The difference from Carta, Pulley, and the rest: those treat the cap table as a spreadsheet you maintain. Aegis treats it as a datavisualization of your signed documents. Built from your documents' reality, not your best guess or your sweat.

Best Practices to Keep Your Cap Table Diligence-Ready

Series A diligence is not where you want to discover that half your equity grants are vapor. The fix is boring, mechanical, and non-negotiable: do the paperwork before you need it, not after a VC's lawyer asks for it. Below are six practices Story.law's lawyer-in-the-loop model enforces every day, so founders stop guessing and start closing.

Expert Tips

  • Tie every share, option, and SAFE to a signed board consent. If the board didn't approve the issuance, the security doesn't exist. Plenty of founders think they've issued themselves stock or booked a SAFE investment when what they actually have is a liability on the balance sheet. Every row on your cap table needs a board consent behind it, no exceptions.

  • Adopt an equity incentive plan and get a current 409A before granting any options. Option grants without a current 409A and an adopted plan aren't grants, they're future legal bills. Waiting to clean this up at diligence costs roughly 10x what it would have cost to do it right the first time.

  • Confirm founder stock is paid for in cash or IP assignment, with documentation. Founder stock isn't valid until the board approves it and the founder actually pays for it, in cash or by assigning IP to the company. Keep the documentation that shows which one applies. "We agreed verbally" is not a payment method.

  • File 83(b) elections within the 30-day window for any vesting restricted stock. The 30-day IRS deadline is firm. No extensions, no exceptions, no easy fix if you miss it. Calendar it the day the stock is issued and send it certified mail with return receipt.

  • Never rely on advisor agreements alone to grant equity. An advisor agreement is not a grant. Equity moves only through board approval, signed grant documents, and payment of the purchase price for stock. If all you have is a signed advisor agreement promising 0.25%, you have a promise, not issued equity.

  • Store every signed document in one place where each cap table row traces back to its paper. Diligence is a paper chase. With Story.law's Aegis Cap Table, founders enter no data, they upload documents, and Aegis surfaces the legal reality that shows on the cap table. It's built on the Open Cap Format and downloads as a lawyer-ready Excel file, so every row ties back to the signed document that created it.

Advantages and Benefits of a Legally-Grounded Cap Table

A cap table built from signed documents is a different animal than one typed into a spreadsheet or a Carta field. When every row ties back to actual paper, board consent, signed agreement, proof of consideration, your diligence story writes itself. Here is what that gets you in measurable terms, versus the data-entry cap tables most founders are running today.

Measurable Benefits

  • Skip the 2-4 week Series A diligence scramble. Typical cleanup runs two to four weeks when lawyers find early employee grants without board consent, missing founder IP assignments, or vesting that does not match the cap table. A document-grounded cap table surfaces those gaps before term sheet, not after.
  • Avoid $25,000+ retroactive cleanup bills. One real pattern we see: a founder verbally promises equity to three early employees, no board consent, no stock plan, no signed agreements. Eighteen months later, the fix requires retroactive consents, a 409A, plan adoption, individual grant agreements, and 83(b) cleanup. Price tag: $25,000 in legal fees. That is the kind of mistake a legally-grounded cap table prevents by refusing to show equity that does not exist on paper.
  • Attorney-client privilege on every review. Every Aegis Cap Table subscription includes lawyer review of uploaded documents and a Story LLP engagement letter. When an attorney flags a grant with no board consent, that conversation is privileged, not a support ticket sitting in a vendor's database.
  • Cap table ready in 30 minutes. Upload stock purchase agreements, option grants, SAFEs, convertible notes, and your certificate of incorporation. Aegis extracts ownership data, share counts, vesting schedules, and investment terms. Thirty minutes, not thirty billable hours.
  • Every holding is defensible. Most cap table software, including Carta, is built on data entry by founders or the lawyers founders pay. Story's cap table is a data visualization of the company's legal reality, click any row, open the signed document it came from. Diligence counsel does not have to take your word for it.
  • Affordable and self-serve. Aegis Cap Table is $199/month or $2,000/year billed monthly, with a 7-day free trial. Compared to a single avoided retroactive cleanup, it breaks even in one avoided mistake.

Try it free for 7 days, story.law.

How Story.law Simplifies Cap Table Hygiene and Prevents Diligence Failures

Most cap table tools track what you tell them. That is the whole problem. If a founder types in an option grant the board never approved, the software happily shows it, until a diligence lawyer two years later points out the security does not legally exist. Story.law Aegis is built the opposite way: it builds your cap table from legally effective documents only. No founder data entry. If something is not signed or approved by the legally required people, it does not get added.

Zero founder data entry

You upload the mess. Aegis finds the legal reality. The result is a Story Cap Table built on the Open Cap Format, downloadable as a lawyer-ready Excel file. When you issue a new option grant through Aegis, it builds the board consent, verifies option pool capacity, checks 409A validity, generates the option agreement, executes the consent, routes signatures in the correct order, and flags any required securities filings. Document generators skip most of that, which is exactly how grants end up unapproved and invisible until diligence.

Lawyer-in-the-loop review

Every Aegis Cap Table subscription includes lawyer review of your uploaded documents. An actual attorney flags the stuff that will bite you later: a grant with no board consent, a missing stockholder signature, an unpaid stock purchase. Aegis flags missing board consents where Carta does not. That is the difference between software that mirrors your best guess and a practice that catches the defect before an acquirer's counsel does.

Attorney-client privilege included

Because every subscription comes with a Story LLP engagement letter, the review happens under attorney-client privilege. That matters. Diagnosing cap table defects means writing down, in detail, what is broken, and you do not want that memo discoverable later. Standalone Aegis Cap Table is $199/mo or $2,000/yr after a 7-day free trial, and you can expand into broader equity and legal operations as the company grows. Break-even is one avoided mistake. Try it free for 7 days at story.law.

Final Thoughts and Next Steps for Diligence-Ready Cap Tables

Here's the uncomfortable truth: most broken cap tables didn't break because founders were careless. They broke because someone did data entry into a spreadsheet or a Carta-style tool without checking whether the underlying securities actually, legally exist. Diligence counsel doesn't care what your spreadsheet says. They care whether consent was given, contracts were signed by both sides, and consideration was paid. Miss one of the three, and that row on your cap table is a ghost.

This article is not legal advice, and your situation will be unique. These are just high-level principles, over simplified, so that the average founder can understand them even if they don't have money or human lawyers.

Key takeaways

Three defect categories kill Series A diligence over and over:

  • Unapproved grants, options and stock issued without the board (and sometimes stockholder) consent the law actually requires.
  • Lost signatures, grant agreements, stock purchase agreements, and consents that were never countersigned, or were signed and never saved anywhere findable.
  • Missed payment for securities, stock that was "issued" but never paid for, meaning no consideration changed hands and the shares were never validly issued in the first place.

The single fix is not a better spreadsheet. It's a cap table built from legally effective documents, not from data entry. With Story.law Aegis, if something isn't signed or approved by the legally-required people, it doesn't get added to the cap table. Full stop.

How to get started

Stop guessing whether your cap table will survive diligence and find out. Story.law Aegis Cap Table is $199/month or $2,000/year, and every subscription includes a 7-day free trial, lawyer review of your uploaded documents, and a Story LLP engagement letter under attorney-client privilege. You upload the mess; a lawyer-in-the-loop practice turns it into a cap table grounded in the three C's, consent, contracts, consideration.

Start the 7-day free trial of Aegis Cap Table at story.law, or design your perfect package at story.law when you're ready to expand into broader equity and legal operations.

FAQs About Cap Table Mistakes and Due Diligence

What is a cap table tie-out problem and why does it surface in due diligence?

A cap table tie-out problem is when the ownership numbers in your spreadsheet don't match the signed, board-approved documents behind them. Investor lawyers rebuild your cap table from the paper during Series A diligence. If a share, option, or SAFE doesn't tie to a signed board consent, it legally does not exist, you have a liability instead of a security. Story.law Aegis prevents this by building the cap table only from legally effective documents, so there is nothing to tie out because the paper and the table are the same thing.

What are the three requirements for a security to legally exist on a startup cap table?

Three things, no shortcuts. First, board approval before issuance, the grant date must equal the board consent date. Second, share availability, enough authorized shares, or shares reserved under an adopted equity plan. Third, for options specifically, an option plan plus a valid 409A valuation less than one year old. Miss any one and the security is defective. Story.law Aegis enforces all three at the document layer: if the board didn't approve it, if authorized shares aren't there, or if the 409A is stale, it doesn't make it onto the cap table.

Why do investor lawyers reject option grants that were issued without board consent?

Because there is no option. Options issued without board approval, without an adopted equity incentive plan, or without a current 409A valuation are not valid grants, they're promises the company can't enforce and the recipient can still sue over. Investor counsel will not let their client fund a company whose equity doesn't exist as claimed. Story.law flags missing board consents automatically, where Carta does not. Aegis is built on legally effective documents, so a grant without a signed consent never gets counted as an option in the first place.

Can founders retroactively fix option grants that were never board-approved?

Yes, but it is expensive and ugly. Fixing verbal or template-only grants usually requires retroactive board consents, a fresh 409A valuation, adopting a stock plan, drafting individual grant agreements, and cleaning up blown 83(b) elections. One Story.law case: a founder promised equity to three early employees verbally with no consent, no plan, no signed agreements. Eighteen months later the Series A cleanup cost $25,000 in legal fees. Story.law Aegis catches these gaps on day one for $199/month, under attorney-client privilege, before they compound.

What payment records do founders need to prove founder stock was validly issued?

Founder stock is not valid until it is both board-approved and actually paid for, in cash or by assignment of intellectual property. Investor lawyers want to see the signed stock purchase agreement, the board consent, and documentation of consideration: a check, a wire, or a signed IP assignment transferring code and work product into the company. Missing payment means the stock was never issued. Story.law Aegis stores every underlying document behind each row of the cap table, so clicking a founder's holding opens the signed paper and the proof of consideration.

How does Story.law Aegis catch missing board consents and signatures before diligence does?

Aegis doesn't let founders type numbers into a spreadsheet. Founders upload equity documents, stock purchase agreements, option grants, SAFEs, convertible notes, the certificate of incorporation, and AI extracts ownership, share counts, vesting, and investment terms. Every Aegis Cap Table subscription includes lawyer review of those uploaded documents under a Story LLP engagement letter, protected by attorney-client privilege. An actual attorney flags grants with no board consent, missing signatures, stale 409As, or unauthorized shares. The cap table is ready within 30 minutes, and defects get surfaced before an investor's lawyer finds them.

How much does it cost to clean up a messy cap table during Series A diligence?

It depends on how broken things are, but $25,000 is a real number from a real Story.law cleanup, three employees with verbal equity promises, no consents, no plan, no agreements, no 83(b) elections. That is retroactive board work, a fresh 409A, plan adoption, individual grants, and tax election repair. Compare that to Story.law Aegis Cap Table at $2,000/year or $199/month billed monthly, with a 7-day free trial and lawyer review included. One avoided cleanup pays for more than a decade of hygiene.

What is the difference between a cap table built from data entry and one built from signed documents?

Most cap table software, including Carta, is a data-entry tool: a founder or a lawyer types in numbers, and the software tracks whatever they typed. If the input is wrong, or if the underlying document was never signed or approved, the software happily shows a clean, confident, fictional cap table. Story.law's cap table is a data visualization of the company's legal reality. Every row has its paper. Click any holding and the signed document opens. If it isn't signed and approved, it doesn't get added.

Try it free for 7 days, story.law. Design your perfect package, story.law.