Your cap table isn’t the record — the register is

What was broken

An enterprise software company had accumulated a tangled cap table over several informal funding events — undocumented SAFEs, verbal ESOP promises, and inconsistent share records. As a priced round approached, the incoming lead investor required a single, reconciled source of truth before proceeding.

What we did

CapEasy reconstructed the ownership history from first principles: every issuance and conversion reconciled, the ESOP pool formalised, and the statutory registers corrected to match what had actually been issued. The company came out with a clean, fully documented cap table, with discrepancies resolved directly with the affected stakeholders.

Where it landed

The company presented the investor with an accurate, reconciled cap table, clearing a key diligence hurdle. Ownership was documented consistently across the statutory records for the first time, smoothing the path to close.

The register, not the spreadsheet, is the legal record of who owns the company

Under the Corporations Act 2001, every Australian company — proprietary or public, pre-seed or Series A — must keep a register of members. ASIC’s guidance on that register is specific about what it has to contain for each member: their name and address, the date their name was added, the shares they hold, and whether those shares are beneficially or non-beneficially held (for example, held by a trustee or nominee for someone else). For the shares themselves, the register must show the date of every allotment, how many shares were issued in it, the class or classes, the share or certificate numbers if any, and whether each parcel is fully paid — including the amount paid and the amount still owing.

A cap table built for an Australian raise is a derived document. It is only as good as its reconciliation against that register, and a lead investor’s advisor checking a data room does exactly the same first move CapEasy’s reconstruction did here: line up every row of the cap table against the register entry that is supposed to support it, and flag anything that doesn’t match — an allotment with no corresponding register entry, a shareholding the register shows as non-beneficial that the cap table lists as a straight holding, a paid amount that disagrees between the two documents.

Every share issue starts a 28-day clock — and proprietary companies carry an extra one

ASIC requires a company to tell it about every share issue within 28 days of the issue — the date, the number of shares, the class, and what was paid or agreed to be paid. That notification runs through the changes-to-company-details transaction on the company officeholder portal, and which sections of it a company has to complete depends on its type: a proprietary company issuing shares fills in the share-issue section, the share-structure table, and the change to the register of members all at once; a public company issuing shares completes only the share-issue section at the time, and reconciles the structure table separately at its annual review. New share classes carry the same 28-day notification requirement, and some events — dividing or converting a class of shares, or converting shares to a smaller or larger number — need their own specific ASIC forms rather than the standard transaction.

Proprietary companies carry a second, less obvious obligation: they must tell ASIC when a person moves into or out of the top 20 members of any class of shares — whether that is a new issue, a transfer, an increase or decrease in an existing holding, or a change between beneficially and non-beneficially held. It is exactly the kind of detail that gets missed when informal funding rounds happen faster than the paperwork: an unrecorded SAFE conversion or an ESOP grant that quietly moves someone into the top 20 is an ASIC notification most founders never think to make until diligence asks whether the register was kept current at the time.

An ESS pool needs its own register, reconciled to the members register — not folded into it

Options and shares granted under an employee share scheme (ESS) sit inside their own tax framework — Division 83A of the Income Tax Assessment Act 1997 — and the ATO treats how a start-up-eligible company grants and reports those interests as a distinct compliance thread from the ordinary share register. Practically, that means an ESS pool needs its own tracked schedule: who was granted what, on what date, on what vesting terms, and when (or whether) each grant actually converted to shares that then belong on the members register. Folding “options promised” directly into the cap table as if they were issued shares is the single most common way an Australian cap table drifts from what the register and the ESS records can actually support — which is precisely the failure pattern CapEasy’s reconstruction untangled here, with verbal ESOP promises that had never been formalised on paper.

CapEasy’s part in that work is the bookkeeping and the schedule: grants, vesting and forfeitures tracked consistently against the register, so the ESOP line in the cap table always ties to something that was actually issued. Whether a scheme still qualifies for a concession, and any resulting lodgment, is a call for your registered BAS or tax agent — everything on our side is prepared for them to review.

The rebuild method transfers directly

The method that produced a reconciled cap table here — walk every issuance and conversion in date order against its signed instrument, resolve each discrepancy with the affected holder on paper, and correct the statutory register to match what was actually issued — is the same method an Australian raise needs, just checked against a different register and a different 28-day clock. Reconstructing it during a diligence window is days of document chasing while an investor’s advisor waits; keeping the members register, the ASIC notifications and the ESS schedule current as each event happens is the same work, done before it is urgent.