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Cap-table basics every first-time founder should know

7 min
By Bhavik Hariyani

You don't need to be a CFO — but you must understand these five ideas before you sign your first term sheet.

1. Authorised vs paid-up capital

Authorised is the ceiling. Paid-up is what's actually issued. Start with a reasonable authorised (e.g., ₹10L) so you don't need MCA amendments every round.

2. Founder vesting

Even if there's just you and a co-founder — set up a 4-year vesting with a 1-year cliff. It protects the surviving founder if one leaves early.

3. ESOP pool

Reserve 8–12% for employees before your seed round. VCs almost always insist on it, and it's better to dilute yourself pre-round than watch your stake shrink mid-negotiation.

4. Convertible instruments

Understand CCPS and SAFE-equivalent instruments. Get comfortable with valuation cap and discount before your first investor call.

5. Keep it updated

Every share issuance, ESOP grant and transfer updates your cap table. A messy cap table has killed more good deals than bad ideas.

Final word

Talk first.
Decide with clarity.

Before choosing only on price, speak with someone who understands what First-Time Founders truly need.

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