Cap Table and Dilution for Singapore Startups: Guide + Calculator (2026)

By Lucas Seah, Founder of Excellence Singapore Group | Last Updated: July 2026

A cap table, short for capitalisation table, is the master record of who owns your company: every shareholder and their share count, plus everything that can become shares later, such as ESOP options and unconverted SAFE or CARE instruments, with each holder’s percentage worked out on a fully diluted basis. Dilution is what a funding round does to that record: the company allots new shares to the investor, so your share count stays the same while your percentage falls. This guide walks a Singapore cap table from incorporation to a priced round, explains why it will never quite match your ACRA Bizfile profile, and includes a free calculator so you can model exactly what your next round does to your ownership before you sign the term sheet.

Key Takeaways

• A cap table records every shareholder, option holder and convertible instrument with fully diluted percentages. Your ACRA Bizfile profile records issued shares and registered members only.
• The core dilution maths: post-money valuation = pre-money valuation + amount raised, and the investor’s stake = amount raised divided by post-money.
• Investors usually require a new ESOP pool of 10 to 15 percent to be created before the round is priced, so the pool dilutes the existing holders, not the incoming investor.
• In this guide’s worked example (S$4,000,000 pre-money, S$1,000,000 raised, 10 percent pool), the founder falls from 80 percent to 56 percent and the price per share is S$3.50.
• Options and unconverted SAFE or CARE instruments do not appear at ACRA until they are exercised or converted, so reconcile the issued-share slice of your cap table with ACRA after every filing.
• Use the calculator on this page to model your own round with your own numbers.

What is a cap table and who prepares it?

A cap table is a ledger of ownership. Each row is a holder: a founder, an angel, an employee with vested or unvested options, the unallocated ESOP pool, and any investor holding a SAFE or CARE that has not yet converted. Each column answers a question: how many shares or options, what class, what was paid, and what percentage of the company that stake represents on both an issued and a fully diluted basis. Early on it is a spreadsheet with five rows. By Series A it is the single document investors, lawyers and your own board rely on to price the company.

Who prepares it? In practice, the founders do at first, and that is fine. Your corporate secretary keeps the statutory registers and ACRA filings accurate, but a corporate secretary only sees issued shares; option grants and convertible instruments are private contracts that never cross their desk unless you send them. As a raise approaches, most funded startups hand the model to whoever owns the numbers, and for companies not yet ready for a full-time finance hire that is typically a fractional CFO, who maintains the cap table, models the round scenarios and keeps the whole pack investor-ready.

One boundary worth drawing: this guide is about tracking and managing ownership round by round. If you are still deciding how to split the equity between founders, investors and the ESOP on day one, start with our guide to founder, investor and ESOP stakes in a startup, then come back here for what happens to that split over time.

What is the difference between issued shares and fully diluted ownership?

Issued shares are the shares that legally exist today: allotted by the company, paid for, and recorded against a named member. For a Singapore private company these are the shares you see on the ACRA record. If your company has issued 1,000,000 shares and you hold 800,000, you own 80 percent of the issued shares, and that is the percentage that votes and receives dividends today.

Fully diluted ownership counts every share that could exist. On top of issued shares, it adds options granted under your ESOP, usually the reserved-but-ungranted pool as well, the shares that would be issued if every SAFE or CARE converted, and any warrants. Investors negotiate in fully diluted terms because that is the honest denominator: an 80 percent stake of issued shares can be a much smaller stake once the pool and the convertibles land.

The gap between the two numbers is where founders get surprised. A promise of 5 percent to an early hire is ambiguous until you say 5 percent of what, and as at when: issued shares today, or fully diluted after the seed round? Write share numbers into agreements, not bare percentages, and keep the fully diluted column in view whenever you negotiate.

How does dilution work in a funding round?

Dilution happens by issue, not by subtraction. In a priced round the company allots brand-new shares to the investor; nobody takes shares away from the founders. Your 800,000 shares are still 800,000 shares after the round. What changes is the denominator: there are now more shares in total, so each existing share is a smaller fraction of the company.

Two numbers drive everything. First, the post-money valuation is simply the pre-money valuation plus the new money: raise S$1,000,000 at a S$4,000,000 pre-money and the post-money is S$5,000,000. Second, the investor’s stake equals the amount raised divided by the post-money valuation: S$1,000,000 divided by S$5,000,000 is 20 percent. From those two facts, the number of new shares and the price per share follow mechanically. With no other moving parts, the price per share is the pre-money valuation divided by the pre-round fully diluted share count.

The moving part that usually surprises founders is the ESOP pool top-up. Market convention in Singapore, as elsewhere, is that investors ask for an option pool of around 10 to 15 percent of the post-round fully diluted total, and they ask for it to be created before the round is priced, on the pre-money side. That sequencing matters: because the pool shares exist before the investor’s price is set, the pool dilutes the existing shareholders alone, and the investor still ends up with their clean percentage. It is the market-standard, investor-friendly way to do it, and it effectively lowers the price per share the founders receive. These figures are conventions rather than rules, and everything is negotiable, including the pool size and whether the top-up happens pre-money or post-money. For where a priced round sits among grants, angels and venture capital, see our startup funding and grants roadmap.

Funding-Round Dilution Calculator for Singapore Startups

Enter your own term sheet numbers below. The calculator applies the standard pre-money pool top-up convention described above and shows the post-money valuation, price per share, the investor’s new shares and stake, the pool, and your own before-and-after percentages. The default inputs reproduce the worked example in the next section, so you can trace every figure by hand.

A worked example: from 80 percent to 56 percent in one round

Meet a two-founder company. At incorporation it issued 1,000,000 ordinary shares: Founder A holds 800,000 (80 percent) and Founder B holds 200,000 (20 percent). Eighteen months later they sign a term sheet: S$1,000,000 raised at a S$4,000,000 pre-money valuation, with a new ESOP pool of 10 percent of the post-round fully diluted total, created pre-money. Here is every number, step by step.

• Post-money valuation: S$4,000,000 + S$1,000,000 = S$5,000,000.
• Investor stake: S$1,000,000 divided by S$5,000,000 = 20 percent.
• Existing holders keep: 100 - 20 (investor) - 10 (pool) = 70 percent. Their 1,000,000 shares must therefore be 70 percent of the total, so the post-round total is 1,000,000 divided by 0.70 = 1,428,571 shares.
• ESOP pool: 10 percent of 1,428,571 = 142,857 new pool shares.
• Investor shares: 20 percent of 1,428,571 = 285,714 new shares.
• Price per share: S$1,000,000 divided by 285,714 shares = S$3.50.

Founder A's 800,000 shares are untouched, but the denominator has grown, so the stake falls from 80 percent to 56 percent: 24 percentage points of dilution in one round. Founder B falls from 20 percent to 14 percent. There is also a hidden intermediate step worth seeing: after the pool top-up alone, before the investor's shares land, Founder A is already down to 70 percent. These are exactly the default inputs in the calculator above, so you can reproduce every figure by changing one number at a time.

Shareholder	Shares before	% before	Shares after	% after
Founder A	800,000	80.0%	800,000	56.0%
Founder B	200,000	20.0%	200,000	14.0%
New ESOP pool	0	0.0%	142,857	10.0%
New investor	0	0.0%	285,714	20.0%
Total	1,000,000	100.0%	1,428,571	100.0%

Worked example: S$4,000,000 pre-money, S$1,000,000 raised, 10 percent post-round ESOP pool created pre-money. Price per share S$3.50. Illustrative example.

One more layer belongs in the same picture. If the company had raised earlier bridge money on a SAFE or a CARE, those instruments convert into shares at this priced round, usually at a discount or a valuation cap, and the conversion shares are added before the new investor's price is set. That is another slice out of the existing holders, on top of the pool. Our guide to SAFEs and convertible notes in Singapore works through the conversion maths; the point for your cap table is that every signed instrument is future dilution that must be modelled now, not discovered at the round.

Why is your ACRA Bizfile profile not your cap table?

Pull your company's business profile from ACRA and you will see the issued share capital, the number of shares, and the registered members. Founders sometimes treat that record as the cap table. It is not, and understanding the gap protects you in diligence.

ACRA records what has been filed. When a Singapore private company allots new shares, the members approve the allotment in a general meeting, the board completes it, and the company files a return of allotment with ACRA through BizFile; for a private company the allotment takes effect once ACRA updates the electronic register of members, which ACRA itself maintains for private companies. Share transfers follow their own path, with an instrument of transfer and stamp duty, covered in our guide to transferring shares in a Singapore company. Both events change the ACRA record, because both change the issued shares.

Options and convertibles never make that journey until they mature. An ESOP option is a contract: it appears at ACRA only when the employee exercises and the company files the return of allotment for the new shares. A SAFE or CARE is likewise invisible at ACRA until it converts at a priced round. So a company with a 15 percent option pool and two signed SAFEs looks fully founder-owned on its ACRA profile. The fully diluted truth lives only in your cap table, and investors will check that the two reconcile: the issued-share portion of your cap table must match the ACRA record exactly, with the contractual layer stacked on top and every instrument supported by a signed document.

Two housekeeping notes complete the picture. First, alongside the register of members, your company must keep its register of registrable controllers current; ACRA's central registers regime is covered in our guide to the ACRA central registers for nominee directors and shareholders. Second, keep the members' resolutions that authorised each allotment filed with your records: in due diligence, every line of the cap table gets traced back to the paper that created it.

How do you keep a cap table clean for due diligence?

Investor due diligence is where cap table hygiene pays off or gets punished. A clean table shortens the legal work and signals a founder who runs the company properly; a messy one stalls rounds while lawyers chase missing paper. The habits that keep it clean are simple and cheap:

• One source of truth. A single, dated cap table file, updated the day anything changes, with old versions archived rather than edited over.
• Every row traceable to paper. Each holding maps to a signed document: the resolutions and return of allotment for shares, grant letters for options, the signed instrument for every SAFE or CARE.
• Reconcile with ACRA after every filing. The issued-share slice of the table must match the ACRA record to the share. Check after each allotment or transfer is lodged.
• Track options properly. Record grant dates, vesting schedules, exercises and lapses, so the pool's granted and remaining balances are always current.
• Model before you sign. Run every term sheet, SAFE and pool top-up through a dilution model (the calculator above is a start) so nothing on the table is a surprise.

These habits feed directly into the data room when you raise. Our guide to investor due diligence for Singapore startups covers what investors ask for stage by stage and how to have it ready before they ask.

What are the most common cap table mistakes?

The same handful of errors show up again and again in Singapore startups, and most of them are set up years before they hurt:

• Treating the ACRA profile as the cap table. It omits options and unconverted instruments, so it understates dilution and overstates what the founders really own fully diluted.
• Promising percentages instead of shares. A 5 percent promise is ambiguous the moment new shares are issued. Grant a share or option count, and state the basis in writing.
• Forgetting the pool in the denominator. Founders compare offers on issued shares while investors count fully diluted. Negotiations go wrong when the two sides use different denominators.
• Stacking SAFEs without modelling them. Each instrument looks small alone; three of them converting at a capped price at the same round can take a startling combined bite.
• Giving heavy equity to early helpers. Advisors and part-timers who received large early stakes become dead weight on the table, and investors will ask about every inactive holder.
• Letting the paperwork lag. Allotments not yet filed, unsigned grant letters and missing resolutions all surface in due diligence, usually at the worst possible moment.

Frequently asked questions

What is a cap table?

A cap table, short for capitalisation table, is the record of who owns your company: every shareholder with their share counts and classes, plus everything that can become shares later, such as employee share options and unconverted SAFE or CARE instruments. It shows each holder's percentage on both an issued and a fully diluted basis, and it changes every time you allot shares, grant options or sign a convertible instrument.

Do all companies have a cap table?

Every company with shares has one in substance, because ownership always sits somewhere. A single-owner private limited company can treat its ACRA record as its cap table. The moment there are co-founders, an ESOP pool or a convertible instrument, the ACRA record stops telling the whole story and a separately maintained cap table becomes necessary.

Who prepares the cap table?

The founders own it in the early days, usually in a spreadsheet. Your corporate secretary keeps the ACRA filings and statutory registers accurate, but they only see issued shares, so someone must track options and convertibles on top. As a round approaches, many startups hand the model to a fractional CFO, who maintains it as part of getting the company investor-ready.

How does dilution work in a funding round?

The company issues new shares to the investor rather than taking shares from the founders, so every existing holder keeps the same number of shares but owns a smaller percentage. The investor's percentage equals the amount raised divided by the post-money valuation. If a new ESOP pool is created before the round is priced, the pool dilutes the existing holders as well.

Does my cap table match my ACRA record?

Usually not, and that is normal. ACRA records issued shares and registered members through filings such as the return of allotment and share transfers. Options and unconverted SAFE or CARE instruments are contractual rights, so they do not appear at ACRA until they are exercised or converted. The issued-share portion of your cap table should reconcile with the ACRA record exactly.

What is fully diluted ownership?

Fully diluted ownership is your percentage after counting every share that could exist, not just the shares already issued: granted options, usually the reserved ESOP pool, shares issuable when SAFEs or CAREs convert, and any warrants. Investors negotiate in fully diluted terms, so a founder with 80 percent of issued shares may hold materially less once everything converts.

Get your cap table investor-ready

A cap table only stays simple if someone keeps it that way: modelling each round before it is signed, reconciling with ACRA after each filing, and keeping the paper trail complete. Excellence Singapore supports founders across that whole chain, from incorporation and secretarial filings to a fractional CFO who owns the numbers through your raise. Talk to us before the term sheet lands, and the round gets much easier to run.