Meaning
An audit process that aligns the recorded shareholdings in a company ledger with the underlying legal documentation. Startups perform cap table reconciliation when preparing for a transition or transition audit. This process requires comparing option agreements, convertible notes, and equity grants against the master share register.
Discrepancy Identification
The systematic comparison of signed documents with spreadsheet records often reveals manual data entry errors. Unrecorded options or outdated strike prices represent common findings. Investors demand that any variance be resolved before finalizing a financing round or an acquisition.
This step-by-step audit requires checking board consents, purchase agreements, and stock certificates to build a pristine transaction history that survives external due diligence.
Corporate Verification
A legal review confirms the validity of each security holder’s claim on the ownership of the business. Lawyers trace the history of share issuances back to the incorporation date. They resolve conflicting claims by obtaining written waivers or executing corrected agreements.
Capital Alignment
The final outcome of this process is a signed, legally binding document that reflects the true equity distribution. This formal update protects the company from future disputes during a liquidity event. It ensures that payouts are calculated on accurate share numbers.