What a cap table contains
A complete capitalisation table separates issued shares (ordinary and preference shares, which make up the share capital) from securities giving access to the capital: BSPCE granted to employees (French employee share warrants), BSA warrants, free shares still vesting (actions gratuites) and the BSPCE pool not yet allocated. For each holder it gives three percentages: of the undiluted capital, of the fully diluted capital, and of the voting rights.
In the example loaded above, a French SAS after its seed round valued at €4,466,000 fully diluted, the founders hold 69.8% of the issued shares but 62.7% once the granted BSPCE and the pool (10.2% of the fully diluted capital) are taken into account. The second figure is the one an investor will look at.
French specifics for international readers
The legal form matters. Most French start-ups are SAS (simplified joint-stock companies), which can issue preference shares, BSPCE, BSA and free shares. A SARL or EURL has "parts sociales" rather than shares and cannot issue any of these instruments; the generator flags it automatically. Shares have a nominal value (often a few cents), which determines the share capital shown in the company's registration; the price paid by investors above that value is share premium.
Keeping your cap table up to date
The cap table changes with every capital increase, share transfer, and grant or exercise of BSPCE. An inaccurate or incomplete table is one of the first red flags in due diligence. It must match the company's share register and its articles of association, which set the rights of each class of shares.
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Frequently asked questions
What is a cap table?
A capitalisation table (cap table) shows who owns what in a company: ordinary and preference shares, but also the securities that will convert into shares later (BSPCE, BSA warrants, free shares). For each shareholder it gives their percentage of the share capital and of the voting rights.
What is the difference between undiluted and fully diluted ownership?
Undiluted ownership only counts the shares already issued. Fully diluted ownership assumes that every BSPCE, BSA warrant and free share has been exercised or has vested, and that the unallocated pool has been granted: this is the basis investors use to price a funding round.
What are BSPCE and BSA?
BSPCE (bons de souscription de parts de créateur d'entreprise) are French employee share warrants, the local equivalent of stock options, with favourable tax treatment for employees and officers of eligible companies. BSA (bons de souscription d'actions) are ordinary share warrants, often granted to advisers, board members or investors. Both give the right to subscribe for new shares at a fixed exercise price.
Can a French SARL issue BSPCE?
No. BSPCE, BSA warrants, preference shares and free shares are reserved for French companies limited by shares, chiefly the SAS (simplified joint-stock company) and the SA (public limited company). A SARL (private limited company) whose capital is made up of parts sociales usually converts into an SAS before granting equity to employees or raising venture capital.
Is the cap table legally binding?
No: it is a management tool. The legal record is the share register kept by the company (registre des mouvements de titres), together with the articles of association, which set out the rights attached to each class of shares. The cap table should be updated after every issue or transfer of shares.
Why an Excel file?
The file is a template with live formulas: percentages, voting rights, share capital and values recalculate when you change a number or add a row. You can share it with your accountant or your investors.
Indicative document based on the information entered: the legal reference is the company's share register. It does not constitute legal advice.