Cap Table Reconciliation
Secondary & Pre-IPO Markets
Definition
Cap table reconciliation is the process of matching ownership records across issuer books, transfer agents, SPVs, brokers, platforms, legal documents, and investor statements.
Why it matters
Private-market transfers can fail or be delayed when beneficial ownership, legal title, option exercises, side letters, or SPV interests do not reconcile.
Common misconceptions
- •A signed purchase agreement does not guarantee the issuer's records have been updated.
- •SPV beneficial interests and direct company shares can have different recordkeeping layers.
Technical details
Reconciliation Sources
Relevant sources include cap table software, transfer-agent records, stock certificates, board consents, option exercise records, SPV ledgers, and broker settlement files.
Risk Controls
Controls include pre-trade ownership verification, issuer consent tracking, escrow, assignment review, investor notices, and post-close record confirmations.