Startup Cap Table Manager

Part of the worlds-biggest-software-project initiative.

An AI-native, open-source equity management platform covering cap tables, option grants, 409A valuations, and investor updates.

Startup Cap Table Manager is a candidate project for a self-hostable cap table and equity administration system aimed at founders, CFOs, and finance teams from pre-seed through late stage. It targets the gap left by expensive incumbents and the trust deficit created by Carta's 2024 secondary-data controversy, combining transparent OSS tooling with AI-powered valuation and scenario modelling.

Why Startup Cap Table Manager?

Carta pricing scales aggressively: third-party benchmarks place Carta at $40K–$77K+/yr for Series B+ companies and up to $11,988/month, pricing that pushes mid-stage companies to look for alternatives.
Trust deficit at the incumbent: in January 2024 Carta was accused of using client confidential secondary transaction data to solicit trades through its own marketplace, creating an opening for a transparent, OSS-licensed alternative with documented data-use policies.
409A is the largest recurring cost for early-stage companies: traditional firms charge $1,200–$8,000+ per valuation, while AI-assisted platforms now deliver compliant valuations from $499 — a wedge for an OSS platform with a built-in AI valuation engine.
The only existing OSS option (Captable.io) is immature: it lacks 409A integration, ASC 718 calculation, hosted SaaS, and AI features, leaving room for a well-funded OSS project to take the category.
Mid-stage companies ($5M–$50M raised) are underserved: Carta is expensive and controversial, while Pulley and Eqvista are lightweight on multi-class waterfalls, ASC 718, and complex scenario modelling.

Key Features

Cap Table & Equity Administration

Manage common stock, preferred stock, SAFEs, convertible notes, warrants, and ISO/NSO stock options plus RSUs.
Vesting schedule management with cliff, graded, and custom patterns and automated vest-date calculations.
Share issuance, transfer, cancellation, and repurchase workflows with board-approval gating.
Option exercise workflow with ISO/NSO tax type selection and documentation generation.
Board consent and approval workflows for equity actions with e-signature execution.

Fundraising, Modelling & Reporting

Fundraising round modelling with pro-forma dilution preview and investor allocation tables.
Waterfall analysis showing exit proceeds distribution by security class at multiple valuation scenarios.
ASC 718 stock-based compensation expense calculation for GAAP financial reporting.
Investor portal with limited-access shareholder views, holdings, documents, and vesting status.
Employee equity portal with grant acceptance, vesting visualisation, and exercise estimator.

Valuation & Compliance

Integrated 409A valuation, either via an embedded engine or third-party API.
Post-409A audit trail documenting FMV methodology for IRS examination readiness.
Compliance monitoring against IRS Section 409A, SEC Rule 701, IRC §422 (ISO/NSO), and ASC 718.
Optional support for UK EMI, French BSPCE, and other EU jurisdiction-specific instruments.

Migration & Interoperability

Carta migration importer with high-fidelity cap table reconstruction targeting customers leaving the incumbent.
REST API and SSO from launch for programmatic access and enterprise identity.
Accounting integrations (QuickBooks, Xero) for ASC 718 / IFRS 2 journal entries.
HRIS integrations (Gusto, Rippling, BambooHR, Personio) for employee record sync.
E-signature integrations (DocuSign, Dropbox Sign) for grant execution.

AI-Native Advantage

Conversational scenario modelling lets founders ask questions like "what happens to my ownership if we raise $8M at $40M pre-money with a 10% option pool top-up?" in plain English, removing the primary friction point in cap-table software. An AI-powered 409A engine selects comparables, runs DCF modelling, and produces defensible methodology documentation at a fraction of traditional valuation cost. Proactive compliance monitoring surfaces alerts when Rule 701 thresholds are approaching, options are nearing expiration, or 83(b) election windows are open, and AI-drafted investor updates compress a multi-hour monthly task to minutes.

Tech Stack & Deployment

The project is positioned as MIT-compatible open source with a self-hostable core and an optional hosted SaaS tier offering AI-assisted 409A and scenario modelling. Captable.io (MIT) is identified as a possible reference base. Expected interfaces include a REST API, SSO, HRIS and accounting integrations, and e-signature providers. Compliance scope covers IRS Section 409A, ASC 718, SEC Rule 701, IRC §422 (ISO/NSO), UK EMI, and GDPR / CCPA for shareholder PII.

Market Context

The cap table management software market is estimated at roughly USD $6.3B in 2026 and projected to reach USD $15B by 2033 at ~12% CAGR (Data Insights Market), with the broader equity management software market on a similar trajectory through 2034 (Zion Market Research). Incumbent pricing ranges from free tiers up to $40K–$77K+/yr at Carta Scale and ~$50K+/yr at Diligent Equity. Primary buyers are first-time and seed-stage founders, Series A–B CFOs, and late-stage / pre-IPO finance teams, with budgets ranging from under $1K/yr to $100K+/yr.

Project Status

This project is in the research and specification phase.
Contributions, feedback, and domain expertise are welcome.

Contributing

We welcome contributions from developers, domain experts, and potential users. See CONTRIBUTING.md for guidelines.

Important: All contributions must be your own original work or clearly attributed open-source material with a compatible licence. Copyright infringement and licence violations will not be tolerated and will result in immediate removal of the offending contribution. If you are unsure whether a piece of code, text, or other material is safe to contribute, open an issue and ask before submitting.

Licence

Licence to be determined. See discussion for context.