Cap table

[short for ‘capitalisation table’] internal overview of all shareholdings in a company. Presented on a fully diluted basis, including options and convertible loans, it shows the dilution before and after a funding round. To be distinguished from the list of shareholders in the Handelsregister (commercial register), which alone determines who is deemed to be a shareholder in relation to the company.

In practice

The importance of the cap table is commercial, not legal. A cap table that is not in order costs time and trust in negotiations with investors. Funding rounds, convertible loans and employee incentive schemes (VSOP) quickly make it hard to follow. It should therefore be kept up to date at all times, not just before the next round. Under German law, however, the list of shareholders in the Handelsregister remains decisive for a GmbH (German limited liability company). Whoever is on that list is deemed to be a shareholder in relation to the company, regardless of the table.

Term 3 of 44 · As at 9 September 2026

Sources

Licence: CC BY 4.0*

How to cite: Cap table, in: Berlin Online Glossary of German Business Law, published by STRUB.LAW, as at 9 September 2026, https://strub.law/en/glossary/cap-table/, CC BY 4.0

*This licence applies only to the written entries of the Berlin Online Glossary.

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Cap table

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