A S BANKA ADVISORS

Before your next investor meeting, run through this checklist. Most founders discover issues they didn’t know existed.

After reviewing 40+ cap tables, I’ve compiled the key hygiene checks that investors and their lawyers look for during due diligence. This 10-point checklist covers everything from the fully diluted view to ESOP documentation to dead equity traps.

Key Takeaways from the Checklist

• The fully diluted view is the only honest cap table. If your sheet only shows issued capital, investors will recalculate and question your transparency.
• ESOP pools need proper documentation. Board resolutions, individual grant letters, registered valuer reports for exercise price, and vesting schedules must all be in order.
• Dead equity kills deals. Inactive advisors holding 0.5-1% for zero contribution, or ex-founders who left but kept unvested equity, signal governance failure.
• Compliance is non-negotiable. PAS-3 filings for every share allotment, stamp duty on share certificates, and folio numbers matching cap table rows are all checked during DD.
• Score 4+ red flags? Your cap table needs a cleanup before you go out for a round, not after.

Download the Full Checklist

Swipe through all 10 slides in the carousel, or download the PDF to share with your co-founder and legal team.

Download the Cap Table Hygiene Checklist (PDF)

Get Your Cap Table Reviewed

If you scored 4+ red flags on this checklist, book a free, confidential Cap Table Red Flag Review. I will audit your cap table, flag the top issues, and give you a clear cleanup plan before your next investor conversation.

Book a quick Cap Table review call

CA Adityavikram Banka is the founder of A S Banka Advisors Private Limited, a cross-border structuring and startup finance advisory firm.

Disclaimer: This content is for educational purposes and does not constitute legal or tax advice. Consult a qualified professional for advice specific to your situation.