Spousal and consenting-party agreements on equity grants

Company admins can record consenting-party details on grants, link spousal consent documents, enforce company thresholds, and surface out-of-compliance grants on the dashboard and in diligence exports.

✓Security create and edit forms capture optional consenting-party name, email, and relationship type (spouse, domestic partner, other) for option, RSU, and share grants.
✓Documents workspace supports a Spousal Consent document type that must be linked to a security; grant rows show status badges for missing, uploaded, or signed consent.
✓Company settings include a require spousal consent toggle with optional thresholds by share count or fully diluted percentage.
✓Dashboard widget lists grants missing required spousal consent when the company policy is enabled.
✓Compliance readiness includes a missing spousal consent health check with fix links to the Securities workspace.
✓Audit package and readiness exports add consenting-party fields and spousal consent status columns to active_securities.csv for diligence review.
✓E-sign signer types include consenting party so spouse signatures can be tracked when e-sign workflows are used.

Security & operations hub (encryption, backups, access matrix, change attribution)

Company admins and report viewers can review platform trust posture, backup expectations, role permissions, recent equity-impacting changes, and 409A-ready export handoff from a dedicated Security workspace.

✓GET /api/companies/{id}/security_ops/ returns encryption-in-transit and at-rest statements, tenant isolation copy, key-management summary, backup retention policy, and SOC 2 roadmap status without false certification claims.
✓Security page summary cards show audit event count, active member count, last 409A export timestamp, and last audit package export timestamp for operational review.
✓GET /api/companies/{id}/permission_matrix/ exposes role-by-capability defaults for cap table, shareholder PII, securities issuance, reports, documents, admin settings, invites, share links, and audit log access.
✓Company admins can create read-only integration API tokens from Security with least-privilege scopes for shareholders, securities, transactions, documents, and reports; tokens are shown once on creation and can be revoked.
✓GET/POST /api/companies/{id}/api_tokens/ and DELETE /api/companies/{id}/api_tokens/{token_id}/ manage company-scoped Bearer tokens; authenticated requests using Authorization: Bearer ctf_live_* are read-only and limited to the issuing company.
✓Security and User Management pages render a read-only access-control matrix table backed by API enforcement rather than static role cards alone.
✓Recent activity table on Security lists actor, timestamp, action, and entity summary; Audit & History supports entity_type and entity_id query filters for deep-linked record review.
✓Securities review modal includes an Entity change history panel that loads per-security audit entries with expandable field diffs and a link to full audit history.
✓409A readiness ZIP download is available from Security with copy that CapTableFree provides export-ready records only and does not perform valuations.
✓Permission matrix endpoint is limited to company admins; report viewers can read security operations but cannot edit member roles from that screen.

Mobile equity visibility (responsive web and PWA)

Stakeholders and external viewers can review equity holdings, vesting progress, permitted documents, and support links on phones and tablets without a native app store build. Full-app admins retain a responsive dashboard for cap table summaries and pending items on small screens.

✓Web app manifest, theme color, and Apple mobile web app meta tags allow add-to-home-screen installation as a standalone CapTableFree client.
✓Stakeholder portal users see a fixed mobile bottom navigation for My Equity, Settings, and Support instead of scrolling through the full admin menu.
✓External viewer roles receive a mobile bottom navigation for Portfolio, Documents, Settings, and Support.
✓Stakeholder portal portfolio, grant line, and exercise request tables render mobile card layouts below the sm breakpoint while preserving desktop tables for QA regression on larger screens.
✓Stakeholder portal headings and summary cards remain readable on narrow viewports; illustrative FMV copy states values are not a 409A opinion.
✓Admin and editor users continue using the hamburger mobile menu and responsive dashboard stat grids without horizontal table breakage on the home summary.
✓JWT session storage follows the existing browser localStorage policy; OS-level biometric protection is delegated to the device keychain when the installed PWA is opened.

Merge duplicate shareholders

Company admins and users with shareholder-management permission can merge duplicate stakeholder records without manually reassigning securities, transactions, and documents.

✓Shareholders page exposes a Merge duplicates action when at least two records are visible for the selected company.
✓POST /api/shareholders/merge-preview/ returns side-by-side source and target snapshots, field warnings, and impact counts for securities, transactions, documents, portal access, and related records.
✓POST /api/shareholders/merge/ reassigns foreign keys from the duplicate to the primary shareholder in one database transaction and deletes the duplicate record.
✓Empty target fields can inherit non-empty values from the duplicate before deletion; conflicting many-to-many and unique rows are deduplicated safely.
✓Merge events write an audit log entry with actor, source and target IDs, and reassignment counts for diligence review.
✓Preview and merge endpoints require can_manage_shareholders permission; read-only and stakeholder portal roles cannot merge records.
✓Confirmation dialog blocks accidental merges; there is no undo window after the duplicate record is deleted.

Partner perks directory (curated offers)

Company admins can browse optional third-party stack offers from company settings without CapTableFree reselling services or operating a paid marketplace.

✓GET /api/companies/{id}/partner_perks/ is limited to company owners and admins; the section is hidden when perks are disabled or the curated list is empty.
✓Curated entries include title, description, category (Banking, Payroll, Legal, Tax, Benefits), optional logo URL, external link, and optional promo or expiry note text.
✓v1 list is maintained in-repo via backend/apps/companies/partner_perks.json without new paid integrations.
✓Company Edit settings page shows a disclaimer that offers are third-party and must be evaluated independently.
✓POST /api/companies/{id}/partner_perks/click/ records anonymous perk click counts only; no PII is sent to partners.
✓Valuation-provider entries link to the in-app 409A readiness export on Compliance instead of selling appraisal services in-product.
✓Read-only, editor, and stakeholder roles do not see the partner perks settings section.

Live collaborative cap table refresh

Company admins and edit-capable users see when cap table data changes in another session and can refresh dashboard, shareholders, securities, transactions, and company cap table views without a full browser reload.

✓GET /api/companies/{id}/sync_state/ returns a lightweight version token derived from company, shareholder, security, transaction, and audit-log timestamps.
✓The authenticated app polls sync_state every 30 seconds while the browser tab is visible and the user is on a company-scoped page.
✓When another session updates cap table data, a non-blocking banner appears with a Refresh now action instead of silently overwriting in-progress edits.
✓Dashboard, Shareholders, Securities, Transactions, and Company Detail cap table views register refresh handlers so one click reloads the active screen.
✓Company Detail can watch the route company ID so cap table refresh works even when the URL company differs from the global company switcher selection.
✓If polling fails or the sync endpoint is unavailable, pages continue using normal fetch-on-navigation behavior without blocking the UI.

In-app training hub, glossary, and contextual setup guidance

Admins and regular full-app users can learn cap table operations from a protected Training Hub with searchable glossary terms, company setup progress, lesson completion, office-hours links, and contextual help on high-friction pages.

✓Training Hub route is available from the authenticated user menu and mobile menu for full app users without exposing it to stakeholder-only or external-viewer menus.
✓Searchable cap table glossary defines fully diluted, vesting cliff, liquidation preference, SAFE, option pool, exercise price, convertible note, 83(b) election, and waterfall analysis with deep links to related lessons.
✓Company onboarding checklist calculates progress from existing company profile, shareholder, security type, option pool placeholder, security, transaction, vesting schedule, document, and generated report data with deep links to each workflow screen.
✓Dashboard shows a dismissible setup checklist banner with progress percentage, top incomplete steps, refresh action, and a link to the full Training Hub checklist; dismissal persists per active company in the browser.
✓Curriculum includes nine best-practice lessons covering cap table fundamentals, stakeholder records, security types, vesting, transactions, SAFEs and convertibles, fundraising and dilution basics, compliance-adjacent awareness, documents, reports, and data readiness for external 409A providers.
✓Lesson completion persists per active company in the browser so QA can verify completion state survives navigation and refreshes.
✓Office-hours cards route users to support and the dashboard setup tour without adding a video platform or new package dependency.
✓Companies, Dashboard, Shareholders, Company Detail cap table summary, Securities, Transactions, Documents, and Reports pages display contextual help panels with a consistent Learn control that expands keyboard-accessible guidance and deep-links to the relevant Training Hub lesson or glossary anchor.
✓Training and glossary copy state that CapTableFree organizes export-ready records and does not provide legal, tax, accounting, or valuation advice.

In-app equity lifecycle guide (Launch → Operate → Expand → Exit)

Admins and regular full-app users can follow a four-phase maturity map with expandable checklists, auto-detected progress from live company data, manual complete/skip/N/A overrides, and deep links to existing product screens.

✓Equity Lifecycle route and main navigation entry expose Launch, Operate, Expand, and Exit phases with per-phase checklist items and summary counts.
✓GET /api/companies/{id}/equity_lifecycle/ returns phase definitions, item routes, auto-complete flags, effective status, and disclaimer copy.
✓Checklist progress persists per company in equity_lifecycle_progress JSON with PATCH updates and optional per-phase reset for edit-capable members.
✓Launch items auto-complete from company profile, shareholders, securities, documents, and stakeholder portal access records.
✓Operate items detect option pool configuration, vesting attachments, admin role assignments, and import-session usage.
✓Expand items detect Rule 701 inputs, 83(b) review state, funding scenarios, and 409A-readiness evidence; Exit items detect liquidity programs and data-room/document readiness.
✓Read-only users can review lifecycle status; only edit-capable company members can mark items complete, skipped, or not applicable.
✓Lifecycle copy states that CapTableFree does not provide legal, tax, accounting, securities-law, or 409A valuation services.

Fund and portfolio rollup workspace

Fund operators can group linked company cap tables into a portfolio workspace, invite fund-only collaborators, review cross-company totals, and download export-ready bundles for outside fund administration and valuation providers.

✓Portfolio workspaces store fund display name, optional legal name, default currency, notes, active status, creator, timestamps, and linked portfolio companies.
✓Fund membership is separate from company membership, with fund admin, analyst, and read-only roles that do not automatically grant company admin access.
✓Fund admins can link only companies they can already access, while fund members see rollup data only for companies explicitly linked to the workspace.
✓Portfolio Rollup page summarizes linked company count, stakeholder count, issued shares, fully diluted shares, last-updated dates, notes, and company access status.
✓Export action downloads a ZIP with README, portfolio summary CSV, and per-company cap table summary CSV files built from the same cap table snapshot logic as company reports.
✓Each portfolio bundle export records an audit log entry with actor, fund workspace, and file-count metadata for future review.
✓In-app and export copy state that CapTableFree provides structured, export-ready records only and does not provide fund administration, custody, 409A, tax, or valuation services.

Employee equity percent-to-shares calculator

Admins and regular full-app users can convert employee grant targets between fully diluted ownership percentage and share or unit count using live cap table data for offer-letter planning.

✓Employee Equity Calculator route loads issued shares, fully diluted shares, option pool availability, and FD component breakdown from the active company cap table API.
✓Denominator basis options include issued and outstanding, fully diluted, FD plus available option pool, or a custom planning total with override warnings when the manual denominator differs from loaded FD shares.
✓Percent-to-shares and shares-to-percent modes compute grant size, resulting ownership, post-grant denominator impact, exact calculated shares, and rounding remainder for under-grant avoidance.
✓Copy summary and CSV export capture company context, denominator basis, grant math, pool warnings, and assumptions for offer-letter handoff.
✓Pool warnings appear when the calculated grant exceeds available option pool shares; assumptions panel documents FD rules returned by the API and states that strike, FMV, tax, and 409A work remain with qualified advisors.
✓Read-only and external-viewer roles can access the calculator for planning review when they have company access; stakeholder portal users do not see the full admin navigation entry.

Founder equity split planner, new-hire benchmarking, and salary-equity insights

Founders can plan day-one allocations with roles and vesting assumptions, reserve an option pool, size new hire grants from static benchmark bands, export a reviewable CSV, and compare salary plus equity assumptions before committing records to the live cap table.

✓Founder Equity Planner loads the selected company's fully diluted cap table share basis when available and falls back to authorized shares for early-stage planning.
✓Admins and regular full-app users can plan two or more founder allocations by target ownership percentage or exact share count while capturing founder role, vesting months, and cliff months per row.
✓Allocation warnings flag missing share basis, option-pool over-allocation, totals that drift from 100 percent, and share plans that exceed the selected denominator.
✓New hire grant helper exposes static level bands (junior through VP), optional location multipliers, salary-band comparison, recommended FD percent and share ranges, midpoint grant, and available option pool constraints from live pool metrics.
✓CSV export captures company context, share basis, option pool, founder rows with role and vesting fields, unallocated shares, salary-equity assumptions, and new-hire benchmark output for offline founder, counsel, and advisor review.
✓Salary-equity insights combine user-entered base salary, grant shares or target ownership percentage, and FMV per share to show illustrative equity value and compensation mix.
✓The planner links to founder issuance onboarding, shareholder records, financing scenarios, employee equity calculations, and education resources without auto-committing draft cap table records.
✓Planning copy states that CapTableFree does not provide 409A valuations, legal, tax, compensation, accounting, market data, or valuation advice.

Automatic transaction-to-cap-table reconciliation

Cap table securities remain the canonical source for ownership while transaction entry automatically reconciles the underlying security positions and immutable ledger history.

✓Issuance transactions create active security lots for the recipient using the company cap table security register.
✓Transfer transactions reduce the source holder's active securities and create matching active securities for the recipient.
✓Repurchase transactions reduce outstanding securities so cap table summaries and reports reflect the lower active share count.
✓Conversion transactions consume active source securities and create converted common-stock positions for the destination holder.
✓Transaction API validation blocks transfers, repurchases, and conversions that exceed the source holder's active security balance.
✓Synced transactions are locked against manual edit or delete, directing users to record a follow-up adjustment transaction instead of contradicting ledger-backed cap table history.
✓Equity ledger entries record the affected security IDs and source-of-truth policy so admins and read-only reviewers can audit how each transaction updated the cap table.

Security-level transfer workflow

Admins and edit-capable users can transfer partial or full security positions between shareholders from the Securities workspace without re-keying shareholder-level transactions.

✓Outstanding securities with an assigned holder expose a Transfer action in the Securities table for users with issue-securities or manage-cap-table permissions.
✓Transfer modal captures recipient shareholder, quantity, transfer date, optional price per share, and notes with validation against the available quantity on the selected security.
✓POST /api/securities/securities/{id}/transfer/ records a SecurityTransfer row, reduces the source security, and creates an active destination security for the recipient.
✓Equity ledger entries link the transfer to source and destination security IDs so cap table summaries and audit history stay aligned.
✓Transfer history for each security is listed in the modal from /api/securities/security-transfers/ with from-holder, to-holder, date, and quantity columns.
✓Read-only and external-viewer roles can review resulting cap table positions but cannot initiate security transfers.

First-class financing rounds and round reporting

Admins can manage named financing rounds as structured cap table records instead of relying only on security-type names or free-text round tags.

✓Financing Rounds workspace captures company, round name, round type, close date, pre-money valuation, investment amount, currency, option-pool reserved shares, notes, and active status.
✓Securities and convertibles bulk imports accept an optional financing round column mapped by round name or round ID, with legacy round name and tag fields synchronized on import.
✓Securities can be linked to a financing round from the issue/edit workflow, and linked records keep legacy round name and tag fields synchronized for older reports.
✓Financing Rounds workspace bulk-assign modal lets admins link multiple uncategorized securities to a round or move linked securities back to uncategorized without editing each record individually.
✓Round detail APIs list linked securities, while cap table APIs support filtering by real round IDs as well as legacy round tags.
✓Cap table summaries include round-level issued shares, fully diluted shares, ownership percentage, investment totals, security counts, and option-pool reserved, granted, and available share breakdowns.
✓Generated cap table reports, securities CSV exports, and fundraising summaries include financing round ID, name, type, round fundraising totals, and round-level option-pool metrics for QA and diligence review.
✓Dilution and funding scenario outputs group existing capitalization by linked financing round when available, with safe fallbacks to legacy labels for historical data.

Investor management workspace (funds, rounds, contacts)

Founders and finance teams can manage investor CRM profiles, financing round participation, committed vs funded tracking, and export-ready investor lists without leaving the cap table.

✓Investor profiles extend shareholder records with fund name, fund contact, investor type (angel, fund, strategic), tags, and company-scoped CRM notes.
✓Financing rounds support optional post-money valuation alongside pre-money, close date, and linked securities while round participations track instrument type, committed amount, funded amount, and status (soft circle, signed, funded).
✓Investor Management workspace includes investor list and round summary tabs with filters by round, tag, instrument type, and free-text search.
✓Round summary drill-down shows committed vs funded totals per investor with links to linked securities and document counts when instruments are attached.
✓CSV export supports CRM handoff with shareholder, fund, round, instrument, committed, funded, and notes columns filtered by the active workspace view.
✓Investor CRM edits require cap-table or shareholder manage rights; legal and accountant roles remain read-only while still able to review investor data.
✓409A readiness entry point deep-links to the Compliance export package; CapTableFree organizes export-ready records and does not provide valuations.

Investor reporting package (LP-friendly bundle)

Admins can generate a one-click investor packet with cap table summary, fully diluted ownership, option pool overview, and SAFE or convertible note rollups suitable for LP reporting and external advisor review.

✓Reports page includes an Investor Reporting Package card that downloads a ZIP bundle with cover page, cap table metrics CSV, fully diluted ownership CSV, option pool overview CSV, SAFE and note summary CSV, and a PDF snapshot.
✓Redact sensitive fields toggle masks shareholder emails and tax identifiers in investor packet exports while leaving ownership math intact.
✓Generated report history lists investor packets with stored format metadata and supports redownload from the download endpoint without S3 presign dependencies.
✓Optional quarterly reminder scheduling can be enabled when generating the packet so follow-up cadence is stored on the report record.
✓Cover page and export copy state that CapTableFree does not perform 409A valuations and that exported data is suitable for external valuation firms.

Pre-publish share readiness checklist

Admins and edit-capable users can run a company-level pre-flight review before exporting or sharing investor-facing cap table data, with error and warning severity, financing attestation, export preview, and audit-log clearance notes.

✓Compliance page includes a Share readiness panel with ready / not ready summary, blocking error count, warning count, and last cleared-for-share timestamp.
✓Structural checks flag negative authorized headroom, active securities missing shareholder/type/issue date, duplicate certificate numbers, and orphaned documents that expect linked securities or shareholders.
✓Financing checks include admin attestation that the latest priced round and SAFE/note stack is captured, optional last close date, missing issue dates, and outstanding SAFE or convertible records without economic terms.
✓Fully diluted consistency warnings surface active option-like grants missing exercise prices that would be excluded from fully diluted totals.
✓Document policy warnings list missing charter, equity plan, and board consent uploads with links to the Documents workspace.
✓Read-only export preview shows fully diluted cap table metrics, top holders, and investor bundle option-pool summary with links to cap table view and investor reporting package.
✓Mark cleared for share stores an optional comment with timestamp in the audit log; blocking errors must be resolved before clearance is allowed.
✓Read-only company members can review share readiness checks and export preview; edit-capable members can save attestation and record clearance.

Jurisdiction-tagged disclosure exports

Companies can tag grant jurisdiction metadata and download structured data packs for external registrar, ROC-style, legal, tax, accounting, and advisor review without CapTableFree performing filings.

✓Security records support grant jurisdiction, employee tax residency, and employee work country fields with United States, India, company default, and custom/other labels.
✓Securities workspace create, edit, and list views surface jurisdiction metadata for admin and edit-capable grant operations.
✓Compliance regulatory export wizard lets admins choose general, India ROC/ESOP, or United States disclosure templates, optional start/end dates, and whether to include board resolution and valuation document pointers.
✓Company primary reporting jurisdictions can be saved from Compliance as an ordered list of ISO country codes with optional notes, shown on the company overview tab, and echoed in export manifests.
✓Stakeholder forms capture optional tax residency country, primary work country, and citizenship tags for cross-border grant exports without blocking saves when unknown.
✓Securities capture grant governing law, grant country (ISO), and payroll entity metadata alongside existing jurisdiction and cross-border reporting notes.
✓Compliance exports a Cross-border grant register CSV with stakeholder id, legal name, email, residency and work country tags, security type, grant date, vesting schedule id, quantity, strike, user-entered FMV-at-grant, exercise events, grant localization fields, and company jurisdiction list.
✓Securities capture grant currency and cross-border reporting notes for advisor review; exports include employer entity context and template-specific column dictionaries.
✓Compliance page can export a jurisdiction disclosure ZIP containing cap table summary, full security register, transaction ledger, equity ledger, stakeholder register, README, manifest, template column dictionary, and column hints.
✓Security register exports include holder country plus grant jurisdiction, employee tax residency, and employee work country for external mapping.
✓Package README and in-app copy state that CapTableFree provides structured data only and does not prepare, submit, validate, or provide advice for regulatory, ROC, registrar, tax, legal, accounting, or filing obligations.
✓409A-ready securities CSV exports also include jurisdiction metadata so valuation and compliance handoffs stay consistent.

Listed-company profile and class identifiers

Public and late-stage companies can document market listing context and share-class identifiers for investor relations, regulatory-adjacent exports, and diligence handoffs without CapTableFree providing market data or filing automation.

✓Company create, edit, and detail screens support private vs listed status, ticker symbol, primary exchange, listing date, company CUSIP, and company ISIN fields.
✓Security class settings support ISIN, CUSIP, FIGI, votes per share, and non-voting flags for each instrument class or series.
✓Identifier format checks are soft warnings only so admins can preserve in-progress or jurisdiction-specific identifiers while QA still sees invalid-length or invalid-character flags.
✓Securities tables show class identifiers to admins, edit-capable users, and read-only reviewers without exposing edit controls to read-only roles.
✓Cap table APIs, generated cap table reports, raw securities CSV exports, lifecycle CSV exports, and certificate snapshots include class identifier columns when populated.
✓Listed-company copy clearly states that live prices, corporate-action feeds, filing preparation, and legal or tax advice remain outside the MVP scope.

IPO readiness workspace and diligence exports

Companies preparing to go public can track lock-up schedules, review listed-company public-float assumptions, and export an IPO diligence package for counsel, auditors, and board review without CapTableFree providing market data, legal, tax, accounting, securities-law, valuation, or 409A advice.

✓IPO Readiness page summarizes total, active, and soon-expiring lock-up schedules, active locked securities, and the files included in the diligence package manifest.
✓Admins and edit-capable users can create, edit, and delete company-scoped lock-up schedules with start date, end date, optional release tranche, covered securities, covered security classes, and notes.
✓Regular full-app users can view the IPO readiness dashboard while full diligence ZIP generation is limited to company owners, admins, and legal members.
✓Listed-company public-float assumptions show gross issued equity shares, active lock-up shares, and estimated public float only when the company profile is marked listed and the data supports the calculation.
✓IPO diligence ZIP exports include manifest, readiness summary, lock-up schedules, active securities, option/RSU/RSA register, convertible/SAFE summary, certificate index, change log excerpt, equity ledger excerpt, and public-float assumptions CSV files.
✓Cap table CSV exports include public-float assumption rows for listed-company review while documenting that options, RSUs, SAFEs, convertibles, warrants, and inactive lots are excluded until settled or converted into issued shares.

M&A acquirer diligence export bundle

Company owners, admins, and legal members can generate a one-shot M&A diligence ZIP with as-of cap table, security ledger, transactions, and document manifest for counsel or acquirer review without CapTableFree providing legal, tax, accounting, securities-law, valuation, or 409A advice.

✓M&A Diligence page wizard lets users pick an as-of date or current cap table, recipient role (internal, external counsel, acquirer), and optional stakeholder-name anonymization before export.
✓GET /api/companies/{id}/ma_diligence/ previews bundle scope, schema version, visibility defaults, and record counts for QA regression review.
✓ZIP exports include README.txt, manifest.json with checksum and schema version, cap_table_summary.csv, securities_ledger.csv, transactions_excerpt.csv, and documents_manifest.csv with PII review flags.
✓Recipient-role defaults hide shareholder emails for acquirer profiles while preserving stable internal IDs; anonymization mode hashes display names for counsel-side re-association.
✓Regular full-app users can review the bundle preview while ZIP generation is limited to company owners, admins, and legal members.
✓Each export records an audit log entry with as-of date, recipient role, anonymization flag, and explicit disclaimer that CapTableFree does not provide 409A opinions.

Accounting journal export and ERP-friendly GL bridges

Finance teams can map stock compensation expense and equity roll-forward GL account placeholders per company, then export period-close journal CSV files for import into common cloud accounting products without live ERP sync.

✓Compliance page includes an Accounting journal export card with editable expense, APIC, common stock, and equity roll-forward account code fields plus optional default fair value per share.
✓Journal CSV templates support generic columns or QuickBooks Online, Xero, and NetSuite column layouts with date, account code, debit, credit, memo, and grant or external identifier fields.
✓Period start and end filters limit exported journal lines to stock compensation recognition months and equity ledger events recognized in the selected close window.
✓Financial reporting ZIP bundles include accounting_journal_entries.csv and erp_journal_import_guide.txt with example import steps for cloud accounting workflows.
✓Read-only company members can download journal CSV exports; edit-capable members can save account mapping settings.
✓Exports state that CapTableFree does not provide accounting, tax, valuation, or audit advice and that ERP posting remains the customer accounting team responsibility.

Financial reporting export package

Finance teams can download a period-close ZIP that packages cap table records for external accountant, auditor, GAAP, or IFRS workflows without CapTableFree providing accounting, valuation, legal, tax, or filing advice.

✓Compliance page includes a Financial reporting package card with period start, period end, and US GAAP or IFRS metadata label controls.
✓Downloaded ZIP contains README, manifest, period cap table summary, equity rollforward, security-class reconciliation, GAAP option disclosure schedule, securities register, transaction ledger, equity ledger, ASC 718 stock compensation schedule, IFRS 2 share-based payment schedule when IFRS is selected, accounting journal entries, ERP import guide, and missing-field checklist files.
✓GAAP option disclosure schedule exports options outstanding, weighted average exercise price, aggregate intrinsic value using user-supplied FMV inputs, and grants, exercises, and forfeitures by period with per-grant detail rows.
✓Security-class reconciliation CSV rolls opening balances through issuances, exercises, cancellations, conversions, and stock splits to closing balances grouped by security class for footnote tie-out.
✓IFRS basis exports include an IFRS 2-style monthly expense schedule and diluted EPS input rows for external workbook preparation without an in-product EPS engine.
✓Equity rollforward groups opening balances and period issuances, exercises, cancellations or forfeitures, transfers, conversions, and stock splits by security class and stakeholder.
✓Rollforward rows keep source record identifiers so QA and finance reviewers can tie period activity back to securities and equity ledger events.
✓Period cap table summary is generated as of the selected period end date and includes issued, fully diluted, authorized, available, stakeholder, and security-class totals.
✓Missing-field checklist flags advisor-review gaps such as absent holder links, board approval dates, vesting schedules for grant-style instruments, and company-supplied fair value inputs.

Sandbox companies for equity simulations

Admins and edit-capable users can model cap table changes in isolated sandbox company copies without mutating the production company ledger.

✓Production company cards and detail pages include a Create Sandbox action that copies company profile settings, shareholders, vesting schedules, option pools, financing rounds, securities, transactions, ledger entries, funding scenarios, and document metadata into an isolated sandbox company.
✓Sandbox companies store source-company metadata, creation timestamp, and description so QA can verify exactly which production company was copied.
✓Company selectors, company cards, dashboard recent-company lists, funding scenario selectors, and detail headers display clear Sandbox badges and an app-wide banner when a sandbox is active.
✓Sandbox detail pages include a source-company switch action and a comparison table showing source versus sandbox counts for stakeholders, rounds, securities, transactions, documents, and saved scenarios.
✓Sandbox reset replaces sandbox-only cap table and scenario changes with a fresh source-company snapshot while preserving sandbox identity and access.
✓Sandbox delete removes only the sandbox company copy; production company records and official company-scoped reports remain unchanged.
✓Read-only members can view sandbox companies they are members of, while sandbox create, reset, delete, and data changes remain limited to edit-capable users.
✓Detailed sandbox edits remain visible in Recent Activity and audit exports so QA can review simulation changes before reset or deletion.
✓Live versus Sandbox mode switcher in the app header lets edit-capable users jump between the production company and its named sandbox copies with clear visual indicators.
✓Sandbox Recent Activity panel and dedicated Sandbox Activity page list equity-relevant sandbox edits (issuance, transfer, grant, cancellation, stakeholder, and document changes) with actor and timestamp.
✓Replicate to Live actions apply individual sandbox audit entries or batch selections to the production company with confirmation, dry-run preview, conflict detection, and production audit logging.
✓UI copy states that external stakeholders are not notified of sandbox edits until changes are replicated to the live cap table.

Security lifecycle status tooling

Admins and read-only reviewers can triage securities by canonical lifecycle state while reports keep active outstanding positions separate from inactive audit history.

✓Security statuses cover pending, active, exercised, converted, expired, cancelled, forfeited, repurchased, and transferred with UI labels and status-policy descriptions.
✓Securities workspace includes lifecycle filter cards with counts and share totals by status, plus table filters for status, record format, security type, shareholder, and issuance date range.
✓Filtered lifecycle CSV export downloads the visible review table with company, holder, instrument, issuance date, quantity, status, record format, certificate, and lifecycle flag columns.
✓Stuck-state indicators call out stale pending records, funding follow-up, 83(b) attention, past expirations, and missing board approval on pending securities.
✓Edit-capable users can bulk-preview lifecycle status changes with effective date and audit notes, then confirm valid transitions before ledger events are written.
✓Lifecycle transition rules prevent invalid moves such as reopening terminal records or exercising cancelled grants, while read-only users retain visibility without edit controls.
✓Each lifecycle transition writes an approved equity ledger event with actor, timestamp, prior status, new status, and security metadata.
✓Cancelled, forfeited, expired, repurchased, exercised, converted, and transferred securities are excluded from outstanding cap table totals by default.
✓Cap table and securities-register reports include an inactive-status reconciliation toggle for QA, finance, and counsel review without changing live outstanding totals.

Security reviewer assignment and internal sign-off

Counsel and finance reviewers can sign off on grants before they appear on the live cap table, with filters, in-app badges, and audit trails for diligence.

✓Each security supports review statuses draft, pending review, approved, and rejected with timestamps, optional comments, and immutable review transition history.
✓Admins assign one or more reviewers from company members and optional placeholder emails for counsel not yet invited via POST /api/securities/securities/{id}/assign-reviewers/.
✓Submit, approve, and reject review actions move securities through the workflow; rejected grants return to an editable draft state for admin correction and resubmission.
✓Securities workspace filters by review status, reviewer, and my pending reviews; assigned reviewers see a Needs your review badge and header pending-review count.
✓Visibility help text documents least-privilege access: assigned reviewers see their queue while members with company-wide report access can review all securities.
✓Securities that are not review-approved are excluded from cap table totals, share-class register reconciliation, and cannot be marked active until approved.
✓Review status transitions write equity ledger audit events with actor, prior status, new status, and comment metadata for diligence exports.

Restricted Stock Award grant tracking

Admins can issue RSA grants as distinct up-front stock awards with vesting restrictions, 83(b) references, and repurchase terms while read-only reviewers can verify restricted and unrestricted balances.

✓Security types include Restricted Stock Award separately from unrestricted common stock and RSUs so QA can verify RSA filters and labels in the Securities workspace.
✓RSA create and edit forms capture share quantity, grant date, purchase price, vesting schedule, 83(b) status, restriction release trigger, release date, restriction notes, repurchase right, and repurchase price.
✓Cap table APIs count active RSA shares as issued and fully diluted from grant date while reporting vested shares as unrestricted and unvested shares as restricted.
✓Lifecycle statuses such as forfeited and repurchased remove RSA shares from outstanding totals without deleting the audit-visible security record.
✓Cap table CSV and lifecycle CSV exports include RSA restriction release, repurchase, restricted share, and unrestricted share columns for counsel and regression review.
✓In-app copy states RSA treatment is record keeping only and does not provide legal, tax, accounting, valuation, or 409A advice.

First-class equity instruments (RSU, ISO/NSO, warrants) and performance vesting

Admins can model RSU settlement, ISO and NSO tax treatment, warrant economics, reusable instrument plan templates, and performance vesting milestones while read-only reviewers verify grant metadata without CapTableFree providing tax, legal, or 409A opinions.

✓Option pool dashboard plan templates support Phantom, ISO, NSO, RSU, RSA, and Warrant defaults with reusable notes and JSON parameters for faster grant setup.
✓RSU issuance captures settlement type (shares, cash, deferred shares, other), release date, tax withholding rate, tax withholding method (net settlement or sell to cover), dividend equivalents flag, and shares withheld for taxes for payroll export placeholders.
✓Option grants capture ISO or NSO tax treatment, early exercise allowed, exercise price, expiration, and optional user-supplied FMV at grant for informational review.
✓ISO saves return informational validation warnings when exercise price is below user-supplied FMV, referencing outside 409A providers rather than in-product valuation advice.
✓ISO grant create and edit flows warn when combined grant-date FMV across the same shareholder in a calendar year exceeds the $100,000 annual ISO limit, with matching API validation_warnings on save and a post-save advisory banner on the Securities page.
✓Grant Workflows draft form mirrors the same ISO $100,000 annual limit advisory warnings when drafting option grants with ISO treatment, user-supplied FMV, exercise price, and shareholder context.
✓International grant metadata includes regulatory jurisdiction, employee tax residency, and employee work country fields with jurisdiction-filtered disclosure exports for QA regression.
✓Warrant issuance requires expiration date and supports underlying share class, anti-dilution protection, exercise style (American, European, cashless, net exercise), exercise notice date, and exercise notice received tracking.
✓Vesting workspace milestone tranches support percentage or share-count targets, manual or date triggers, achieved/pending status, and achievement actions for performance-based vesting QA.
✓Compliance Form 3921 preview continues to validate ISO exercise rows with user-adjustable FMV overrides for external filing workflows.
✓Reports page includes a Grants by Type (ISO/NSO/RSU) export with grant date, vesting start, expiration, settlement and withholding columns, ISO $100k limit flags, and optional email redaction for tax and payroll handoff.
✓Stakeholder portal NSO exercise approvals capture optional supplemental withholding rate, actual withholding amount, and notes for payroll placeholders without CapTableFree calculating tax liability.
✓Spreadsheet import templates for securities include RSU, phantom, and SAR optional columns (instrument_kind, settlement_type, settlement_date, settlement_trigger, notional_units, payout_formula, restriction_release_date, restriction_release_trigger) with example rows for QA regression.

Instrument taxonomy (ISO/NSO/RSU/RSA) and four-tier collaborator roles

Every security records a stable instrument_kind for exports and compliance handoffs, while company access follows View only, Edit, Admin, and Account Owner tiers with API enforcement matching the UI.

✓Security records store instrument_kind covering common, preferred, ISO, NSO, RSU, RSA, SAFE, convertible note, warrant, and other with migration backfill from existing security types and option tax treatment.
✓Securities create and edit forms require instrument kind selection for equity and derivative grants; ISO and NSO paths sync option tax treatment and collect grant-date, vesting, and exercise-price placeholders without tax advice.
✓RSU issuance links settlement mode, release schedule, and tax withholding metadata placeholders; RSA issuance surfaces 83(b) workflow fields and early-exercise or repurchase flags already on the security record.
✓Cap table summary rows, lifecycle CSV exports, and cap table CSV exports include instrument_kind; Securities and cap table APIs filter by ISO, NSO, RSU, RSA, and other kinds.
✓User Management documents four primary tiers: View only (viewer), Edit (editor), Admin (admin), and Account Owner (owner) with a permission matrix from GET /api/companies/{id}/permission_matrix/.
✓Only the account owner (or company creator) can invite, remove, or change member roles via company member APIs; admins retain company settings access but cannot manage members.
✓Edit-capable roles can create and update securities and stakeholders; view-only members can read cap data but receive HTTP 403 on security PATCH requests.
✓API tests verify viewer PATCH denial, account-owner role promotion, and editor member-management denial for regression QA.

SAR and ESPP instrument coverage

Admins can model stock appreciation rights and employee stock purchase plan purchases alongside RSUs, RSAs, options, and phantom instruments with settlement metadata and fully diluted reporting toggles.

✓Security types include Stock Appreciation Right and ESPP Purchase categories distinct from options, RSUs, and common stock.
✓SAR forms capture grant price, expiration, cash or share settlement type, vesting linkage, and jurisdiction-agnostic tax timing notes for advisor review.
✓Active SARs are excluded from issued share totals and included in fully diluted ownership when include_sars is enabled on cap table and report exports.
✓ESPP participation records capture purchased share quantity, purchase price per share, offering period end date, and tax timing notes for private-company plan tracking.
✓ESPP purchases count toward issued and fully diluted share totals and roll up in cap table summary espp_purchases metrics.
✓Legacy custom security type names containing SAR or ESPP keywords are remapped to the first-class categories during migration for continuity.
✓Compliance page ESPP plan and purchase records capture plan name, §423 qualified flag, discount cap, lookback metadata, purchase date, transfer date, shares, purchase price, FMV, and user-marked Form 6039 candidate flags.
✓Form 6039 export previews mask employee TINs in the UI, validate missing address/FMV fields, require explicit admin confirmation before full-TIN CSV download, and write audit log entries for sensitive exports.
✓Compliance copy distinguishes Form 6039 ESPP annual information return preparation from Form 3922 transfer-of-title reporting; CapTableFree does not file IRS forms or provide tax opinions.

Economic ownership, voting power, and future purchase rights

Admins can capture share-class rights and grant-level purchase rights while cap table summaries separate economic ownership from voting power for counsel, board, investor, and 409A-ready documentation handoff.

✓Security classes support votes per share, non-voting flags, seniority notes, and editable liquidation preference multiples with participating preferred and optional participation cap fields for waterfall and diligence exports.
✓Security issuance and edit workflows capture future purchase right type, legal summary, agreement reference, and optional document URL for pro rata, ROFR, warrant coverage, or other rights.
✓Interactive cap table views show economic ownership percentage, total votes, and voting power percentage separately in issued and fully diluted modes.
✓Voting assumptions explain that non-voting instruments are excluded and that options, warrants, RSUs, phantom, and synthetic instruments do not vote unless configured by security type.
✓Rights and voting warnings flag inconsistent non-voting vote weights, missing vote weights on active voting shares, purchase rights missing supporting detail, and issued shares above authorized shares.
✓Cap table CSV exports, generated report packages, and 409A-ready ZIP handoffs include vote weights, non-voting flags, voting power breakdowns, seniority notes, and future purchase rights metadata.

Multi-view cap table and point-in-time ownership

Admins and read-only company reviewers can filter ownership by stakeholder, security class, and financing round, jump to named raise milestones, and share bookmarkable cap table views for diligence.

✓Company detail Cap Table View supports issued versus fully diluted basis toggles with documented fully diluted rules for option pool, options, SAFEs, and convertibles.
✓As-of date selector reconstructs ownership through issuances, transfers, exercises, and cancellations on or before the selected date.
✓Milestone quick-jump lists financing round close dates and saved cap table snapshot as-of dates so reviewers can set filters without manual calendar entry.
✓Empty milestone state links admins to Financing Rounds and Audit & History guidance when no close dates or snapshots exist yet.
✓Cap table filter state persists in URL query parameters (basis, as-of date, shareholder, security type, round) for QA regression and shareable review links.
✓Financing round milestone selection also applies the round filter so round-scoped ownership aligns with the selected close date.

Cap table charts and ownership visualizations

Admins and read-only company reviewers can visualize ownership trends and current breakdowns from the company Cap Table View using the same as-of filters, issued versus fully diluted basis, and stakeholder, security class, or funding round dimensions.

✓GET /api/reports/cap_table_charts/ returns ownership time series at material equity event dates plus a current snapshot breakdown aligned with cap table view reconstruction.
✓Company detail Cap Table View includes an ownership-over-time stacked area chart and a current horizontal bar breakdown with issued and fully diluted basis toggles.
✓Dimension toggles group ownership by stakeholder, security class, or funding round and respect shareholder, security type, round, and as-of date filters from the cap table view.
✓Charts collapse long tails into an Other bucket for readability while preserving share totals in API responses for QA verification.
✓PNG export buttons render SVG charts to downloadable board-deck images without adding a third-party charting library.
✓Read-only viewers can review charts where company access allows cap table view reads; chart edits and exports stay limited to authenticated company members with report access.

Stock certificate templates, legends, and exports

Admins can keep certificate language aligned with board-approved forms while exporting certificates from live cap table data.

✓Company default certificate templates store title, standard layout fields, officer signature labels, second signature labels, and footer language.
✓Standard and restrictive legends can be maintained per security type or share class with title, text, effective date, and active status.
✓Security records can select a certificate template, override legend, certificate-specific terms, terms as-of date, and optional uploaded final certificate document.
✓Certificate exports pull live company, holder, security class, share quantity, certificate number, issue date, terms, legends, and signature labels into a printable HTML certificate package.
✓Certificate term updates and each export create revision history with source, as-of date, snapshot data, template, legend, final document, actor, and timestamp for QA and diligence review.
✓Read-only users can inspect exported certificate evidence where allowed, while template, legend, and certificate term edits stay limited to cap table edit-capable roles.

Audit-ready ledger, snapshots, and change history

Admins and read-only company reviewers can inspect field-level changes, compare saved cap table snapshots, and download audit-ready evidence packages for diligence without CapTableFree providing legal, tax, accounting, or valuation advice.

✓Audit & History page lists company audit entries with filters for entity type, date range, and search text.
✓Field-level before and after values can be expanded from each change row for security, transaction, shareholder, document, and export-review QA.
✓Saved cap table snapshots remain immutable milestone records and can be selected for audit package exports.
✓Snapshot comparison summarizes issued-share, fully diluted-share, holder-count, and line-item deltas before any manual follow-up correction.
✓Audit package ZIP exports include manifest, cap table summary, transactions, shareholder register, active securities, document index, equity ledger, audit log, and snapshot JSON files.
✓SAFE and priced-round securities can track manual funding status, expected versus received amounts, currency, received date, wire reference, external payment id, reminder date, and checklist completion.
✓Marking investment funding as received creates an approved ledger entry tied back to the security, while field-level audit entries preserve who changed the funding workflow fields and when.

Investor relations updates and distribution lists

Admins, managers, and legal users can publish investor communications from the governance workspace while investors remain read-only recipients.

✓Investor update drafts support title, markdown-style body text, cap table snapshot context, multiple document attachments, scheduled publish times, publish/unpublish/archive states, PDF export of the update content, and recipient CSV export.
✓Governance admins and published investor recipients can download investor update PDFs that include title, company, status, visibility, body text, attachment references, and intended recipient counts.
✓Reusable distribution lists save named shareholder audiences such as Series A investors from active cap table stakeholders.
✓Updates can target board, preferred-holder, all-shareholder, multi-recipient custom, or multiple saved distribution-list audiences.
✓Publishing an update sends recipient notification emails with an in-app link and records delivery status for QA review.
✓Published updates let governance admins edit the effective shareholder recipient list after release, converting the audience to an explicit custom list so added recipients gain portal access and removed recipients lose access on refresh.
✓Recipient edits write add, remove, and summary audit entries, sync engagement rows to the current audience, and optionally notify only newly added recipients or all current recipients.
✓Published updates create recipient viewed and acknowledgment records so admins can review viewed, acknowledged, and pending engagement counts without email open pixels.
✓Read-only investor recipients can view only published updates addressed to their shareholder email from the My Equity portal inbox and mark them acknowledged.
✓Investor update creation, scheduling, publishing, unpublishing, deletion, and recipient acknowledgment write company audit entries for compliance review.
✓Governance copy keeps investor communications tied to cap table records and external 409A-readiness handoff without positioning CapTableFree as a valuation provider.

Token cap table and distribution ledger

Crypto-native companies can track token assets alongside the equity cap table without CapTableFree performing on-chain transaction signing.

✓Token asset records capture company, token name, symbol, optional chain or network, decimals, treasury wallet, and active status separately from traditional share classes.
✓Token grants link recipients, quantities, grant dates, vesting schedules, vested quantities, lockup start and end dates, wallet addresses, status, and notes.
✓Manual token distribution events capture amount, date, recipient, wallet, transaction reference, and running balance by grant.
✓Summary cards roll up granted, vested, distributed, remaining, and currently locked balances by token asset.
✓Stakeholder rollups list token quantities, vested quantities, distributed balances, and remaining balances by holder and token asset.
✓Token valuation assumption records capture date, price per token, currency, optional FDV assumption, source, and notes for third-party valuation handoff without providing a valuation opinion.
✓Reports can generate token cap table CSV/PDF packages with token asset totals, holder rollups, latest valuation assumptions, and explicit 409A/token-valuation-ready positioning.
✓Company admins can choose whether token holdings appear as a separate token cap table or are included with the broader equity report package.
✓Future exchange API readiness fields store provider names, external references, transaction references, and vendor-neutral metadata without committing MVP users to a specific integration vendor.
✓Read-only company members can review token holdings, valuation assumptions, vesting and lockup context, and distribution history without edit controls.
✓GET /api/securities/token-grants/lockup_calendar/ returns active, upcoming, expired, and unlocked lockup entries with summary counts and days-until-unlock for expiring grants.
✓GET /api/securities/token-grants/export_lockup_calendar/ downloads a CSV lockup calendar for custodian and compliance review.
✓GET /api/securities/token-distributions/export_batch/ downloads a custodian-ready distribution batch CSV with recipient, wallet, asset, amount, transaction reference, and integration metadata; optional asset and since filters narrow the export.
✓Token cap table summary and distribution exports document the security model: CapTableFree stores wallet addresses only and never requests, stores, or signs with private keys.

HRIS and payroll employee lifecycle imports

Admins can use a BambooHR-compatible one-way CSV/XLSX import path to sync employee lifecycle data that may affect equity grants without adding paid third-party HRIS SDKs.

✓HRIS employee import templates map legal name, email, employee ID, employment status, start date, termination date, job title, department, manager employee ID, manager name, and notes to stakeholder lifecycle fields.
✓BambooHR, Rippling, and generic CSV/XLSX provider profiles support common column aliases such as Employee #, Work Email, Hire Date, Department, and Manager.
✓Preview matches existing stakeholders by employee ID, then email, then legal name; unmatched rows are called out before apply and create individual stakeholders only after admin confirmation.
✓Duplicate employee IDs, duplicate emails, and ambiguous existing stakeholder matches list affected row numbers and shareholder IDs with a Shareholders fix path before applying.
✓Termination-date imports generate equity review tasks for affected active securities, including total quantity, unvested quantity, status, and expiration context for exercise-window and cancellation review.
✓Imports page HRIS status cards show manual CSV connection status, last applied sync, open error sessions, unmatched rows, pending equity review tasks, and manual resync entry points.
✓Company HRIS settings let admins choose provider profile and source-of-truth behavior for whether HRIS updates contact identity or only employee lifecycle fields.
✓Consent and retention copy explains that HRIS sync is a one-way upload and that mapped employee identifiers, status, dates, titles, departments, managers, and import history remain stored until admins update or delete the related records.

Beneficial-of-title ownership (SPV / nominee mapping)

Admins can separate legal register holders from underlying economic owners for SPVs, nominees, and holding companies without duplicating share rows on the cap table.

✓Shareholder records include ownership role (record holder, beneficial owner, or both), optional voting/consent documentation flags, and a portal visibility toggle for linked beneficial names.
✓Record holders can link zero or more beneficial parties using existing shareholders or external LP stubs with percentage-of-position or fixed share-count allocations, plus validation warnings for gaps or overages.
✓Shareholders page includes a beneficial ownership modal for admins to create and remove links without editing securities directly.
✓Company cap table view supports legal/register, beneficial/economic, and combined ownership views with URL-persisted filters for QA regression.
✓Beneficial rollup walks SPV chains so economic ownership can flow through nested record holders to underlying parties.
✓Stakeholder portal statements can show economic positions when the logged-in user is a linked beneficial party; record-only holders do not see unrelated beneficial names unless admins enable visibility.
✓Cap table exports and 409A-ready packages remain data handoffs for external appraisers; beneficial ownership is informational mapping only and does not provide valuation math or legal advice.

Liquidity programs and secondary trading controls

Admins and legal users can coordinate company-controlled secondary liquidity programs without executing trades inside CapTableFree.

✓Liquidity program records capture tender-offer, secondary-sale, or company-repurchase-block type, launch and close dates, price discovery method, optional target price, offering summary, status, notes, and approval gates for board, company, and transfer-agent review.
✓Eligible holders and security lots define participant scope, maximum shares, minimum price placeholders, and holder/security context for private market partner handoff.
✓Partner export profile fields capture optional partner name and profile name, with participant subset, summary-only, or full cap table release controls.
✓Partner ZIP exports include program terms, cap table snapshot CSV/JSON, eligible holders, eligible lots, staged outcomes, document index, signed-document checklist, privacy manifest, tax-ID placeholder CSV, documented partner CSV schema, minimal holder/class/shares/restrictions/certificate CSV, and partner profile JSON.
✓Privacy controls can omit non-participant cap table rows, limit document indexes to participant-relevant records plus governance approvals, and export only tax-ID status plus last-four placeholders instead of raw tax identifiers.
✓Executed transfer and repurchase outcomes can be staged, then applied to create approved transaction and equity ledger entries for audit review.
✓Read-only company members can review liquidity program setup without edit controls, while partner package generation is limited to owner, admin, and legal roles.
✓Each generated liquidity partner package writes a company audit log entry with actor, timestamp, event type, data release profile, partner profile, and included file list.
✓Tender and liquidity programs support optional default and multi-currency settlement fields plus manual FX rate, as-of date, and source notes for non-functional currency settlement planning.
✓Eligible holders can store per-participant tax residence country and region, withholding method (gross-up, net settlement, withhold shares/cash, other), withholding notes, and exchange-control eligibility flags without automated legal or tax advice.
✓Participant election line items record accepted quantity, price per share, offer currency, gross proceeds, user-entered withholding amount, net proceeds, prior FMV, expense-review flag, and jurisdiction metadata for HR/payroll handoff.
✓Accepted elections can be staged into pending repurchase or transfer outcomes, applied to the equity ledger, and reconciled against accepted share totals and proceeds in the liquidity UI.
✓Payroll handoff CSV and partner ZIP exports include participant_elections.csv and finance_handoff.csv with jurisdiction, withholding, tender-price-vs-prior-FMV, and expense-flag columns for finance review.

Corporate and tax filing reminder calendar

Company teams can track filing obligations and evidence for outside advisors while CapTableFree stays clear that it does not submit government forms or provide tax, legal, or valuation advice.

✓Compliance page includes US-oriented templates for annual reports, franchise taxes, Form 3921 ISO exercise awareness, Form 3922 ESPP awareness, Form 6039 ESPP awareness, and custom filing rows.
✓Each reminder captures jurisdiction, due date, annual or one-time recurrence, responsible internal role, reminder-days-before setting, and operational notes.
✓In-app digest states classify reminders as upcoming, due soon, overdue, completed, or waived and surface counts on both Compliance and the company dashboard.
✓Completion evidence can store an external confirmation number and link an uploaded company document such as a PDF confirmation or filed report.
✓Edit-capable users can create, complete, waive, or reopen filing reminders; read-only company members can review the calendar and dashboard digest without edit controls.
✓409A readiness and Form 3921 exports remain positioned as data handoff tools for external valuation or tax partners, not in-product filing or appraisal services.

Securities law awareness and product update guidance

Compliance readiness includes informational prompts that help admins notice jurisdiction, entity, and instrument-specific operating reviews without claiming automatic legal compliance.

✓Guidance filters use existing company country, incorporation jurisdiction, and entity type fields so QA can verify the Compliance page reflects stored company profile settings.
✓Curated cards surface common review areas such as board approvals, Delaware annual/franchise awareness, Rule 701 monitoring, Form 3921 ISO exercise awareness, 83(b) deadline tracking, 409A-ready export preparation, SAFE/note terms, and token compensation review when relevant data exists.
✓Common obligation checklist links users back to company settings, securities, audit history, and Compliance exports for operational follow-up.
✓What's-new feed documents product changes affecting equity tracking, including field registry and validation profile updates, guidance center updates, Rule 701 monitoring, Form 3921 assist, and 409A readiness packaging, with optional external primary-source links that do not claim legal interpretation.
✓Field registry documents shareholder, security, transaction, and document fields with jurisdiction and entity-type tags, required vs optional status per validation profile, and export column mappings for QA regression review.
✓Validation profiles resolve from existing company country and entity type settings; US corporation and LLC plus India corporation profiles run profile-aware required-field checks while unknown jurisdictions remain permissive.
✓Deprecated export columns surface migration hints in Compliance admin UI and jurisdiction disclosure ZIP column_hints.csv, including replacement field ids and planned removal release counts.
✓Weekly cap table health digest emails are sent by the send_weekly_compliance_digest management command for users who opt in under Settings → Notifications; emails summarize open errors and warnings per company, note dismissed and snoozed counts separately, link to /compliance, and include non-advice disclaimers.
✓Every guidance section states that CapTableFree does not interpret securities law, file forms, guarantee compliance, or provide legal, tax, accounting, or valuation advice; exports remain data handoffs for qualified external providers.

In-product expert support

Authenticated users can reach support from the app shell with safe account context attached, helping admins and read-only collaborators get help without exposing cap table data by default.

✓Desktop user menu, mobile menu, and persistent in-app support launcher route users to a protected Support page.
✓Email ticket and call or screen share request actions prefill the support inbox with user email, user id, active company id, company name, role, and current page.
✓Support context is visible and copyable so QA can verify no shareholder, security, valuation, document, or ledger payload is included by default.
✓Best-effort support copy sets expectations for email-first responses, live help availability, and no legal, tax, or valuation advice.

COI-led company onboarding

New companies can start from a certificate of incorporation PDF instead of a blank manual form, with reviewable field suggestions and a linked formation source document for audit trails.

✓Company create offers Start from certificate of incorporation versus manual blank setup, routing authenticated users to /companies/new/coi.
✓COI wizard accepts PDF uploads, stores the file, shows processing state, and suggests legal name, jurisdiction, authorized shares, par value, and incorporator fields when PDF text is readable.
✓Unreadable PDFs return clear extraction warnings while keeping a manual confirmation form with inline guidance mapped to COI sections.
✓Confirm creates the company, links the uploaded charter as a completed Document with formation_source metadata, and optionally creates inactive draft shareholders for later publish from Shareholders.
✓Company detail overview shows the formation source document with a documents-tab handoff for QA audit review.
✓Workflow copy states cap table data is ready for 409A valuations by the customer external provider and does not imply in-app valuations.

Guided equity document onboarding

Admins can turn reviewed founder agreements, SAFEs, option grants, and convertible notes into linked cap table records without implying CapTableFree performs valuations.

✓The Documents page and app onboarding navigation both route edit-capable users into the guided equity document wizard.
✓Wizard captures source document, stakeholder, instrument type, quantities or investment amounts, dates, valuation cap or discount, and vesting summary.
✓Review step creates linked shareholder, security, transaction, approved ledger entry, and document references together only after user confirmation.
✓Unsupported document types are rejected from the conversion flow with next steps to upload the file normally, link it to existing records, enter cap table records manually, or use structured imports.
✓Created document records link back to the shareholder, security, and ledger entry, and the ledger metadata stores the source document id for audit review.
✓Company dashboard tracks total raised from investors across priced equity, SAFE principal, and note principal, with missing-data warnings.
✓Replayable in-app cap table demo covers setup, stakeholders, securities, summaries, reports, exports, and 409A-ready data handoff.

Multi-entity parent and subsidiary cap tables

Holding companies can link subsidiary legal entities, record intercompany ownership cross-links, and review consolidated issued-share rollups with drill-down into each entity.

✓Company records support an optional parent company relationship with subsidiary listings on the company overview page.
✓Admins can link or unlink accessible subsidiary companies and store intercompany holding metadata such as ownership percent, linked subsidiary shareholder, and notes.
✓Consolidated cap table API returns per-entity issued and fully diluted share totals plus group rollup counts for QA regression review.
✓Company overview shows consolidated rollup table and navigation into each subsidiary cap table without merging unrelated workspaces.

Enhanced role-based access control

Company membership supports finance, HR, legal, auditor, and admin roles with API-enforced permission defaults for cap table edits, stakeholder management, documents, and scenario visibility.

✓Finance admin role can view reports and documents without cap table mutation rights; HR admin can manage shareholders without issuing securities or editing company settings.
✓Auditor and external viewer roles are read-only; funding scenarios marked draft are hidden from investor-style roles while published scenarios remain visible.
✓User Management exposes finance admin, HR admin, auditor, accountant, legal, editor, viewer, external viewer, and admin assignment with role descriptions.
✓Stakeholder portal users only receive equity statements for shareholders linked to their account; regression tests block cross-employee grant visibility.
✓Current-user permission payloads include can_view_draft_funding_scenarios and can_manage_subsidiaries for frontend gating.

Granular collaboration permissions

Admins can grant owner/admin, manager, editor, finance admin, HR admin, auditor, viewer, and external viewer access for advisors without handing out full company admin rights.

✓Permission matrix documents who can manage members, company settings, cap table records, documents, reports, subsidiaries, and external share links.
✓User Management supports per-member permission toggles for edit cap table, manage stakeholders, issue securities, view reports, and manage documents with API-enforced defaults per role.
✓API enforcement blocks read-only viewers from creating or approving securities, transactions, vesting schedules, company settings, and ledger entries.
✓Frontend route guards keep admin-only and edit-only workflows away from viewer, auditor, and external viewer accounts.
✓Stakeholder visibility settings can hide valuation-sensitive equity statement fields, show only vested quantities, and hide other holder identities in shared cap table views.
✓Per-portal-role visibility overrides let companies apply different employee, investor, and advisor portal rules for valuations and vested-only display.
✓HR admins with stakeholder-management permission can grant and revoke logged-in stakeholder portal access without full company admin rights.
✓Member permission and visibility policy changes are recorded in the company audit log and surfaced in User Management for regression testing and advisor-access reviews.

Logged-in stakeholder equity portal

Admins can grant employees, investors, and advisors a least-privilege portal account linked to one or more company stakeholder records.

✓Stakeholder portal users are distinct from company admins and only see a My Equity navigation experience scoped to their linked shareholder records.
✓Investor portfolio dashboard summarizes linked companies, stakeholders, security classes, share or unit totals, vested quantities, ownership percentages, last update dates, and drill-down links into each permitted company statement.
✓Portal home summarizes grant count, vested and unvested quantities, issued and fully diluted ownership percentages aligned with company cap table basis rules, grant types, vesting schedule summaries, vesting start, cliff, expiration, strike, certificate numbers where recorded on share grants, and illustrative value with a user-adjustable FMV slider plus clear not-a-409A-opinion copy.
✓Shareholders page portal modal lists active portal users per stakeholder and lets company admins revoke access; DELETE /api/shareholders/{id}/portal-access/{access_id}/ deactivates the grant and stakeholder membership when no other portal links remain.
✓Portal access records last_portal_login_at and last_document_view_at timestamps when stakeholders open My Equity or download permitted documents; admins see these audit fields in the Shareholders portal modal and portal-access API responses.
✓When portal access is granted to an email without an existing account, POST /api/shareholders/{id}/portal-access/ sends a secure invitation email with a 14-day magic link to /portal-invite/{token} for account setup and automatic portal linking.
✓Portal access GET responses include pending_invitations so admins can see outstanding invites and revoke them before acceptance via DELETE /api/shareholders/{id}/portal-invitations/{invitation_id}/.
✓Company detail exposes independent employee_portal_enabled and investor_portal_enabled toggles so employee/advisor and investor self-service access can be enabled or disabled separately.
✓Logged-in stakeholders can print or save each scoped equity statement to PDF and download its grant-level CSV directly from My Equity.
✓Grant letters and related documents are available only when tied to that stakeholder or their securities, using authenticated portal download checks.
✓Employee option holders can submit an exercise-intent request; admins approve or reject the request while both sides see pending and decided statuses.
✓Investor portal users receive a read-only cap table slice and portfolio rollup for their holdings without access to other stakeholder PII or holdings.
✓Backend filters scope shareholder, security, document, and transaction reads for stakeholder accounts, with regression tests covering horizontal access denial and multi-company portfolio access.
✓Shareholders page lets portal managers enable stakeholder change notifications per event type (new grant, transfer, vesting cliff, document upload, cap table correction) with email and in-app delivery channels.
✓Portal users receive human-readable equity update summaries with deep links to My Equity; delivery logs show the latest notification per stakeholder and event category for admin audit.
✓Notifications are suppressed for sandbox-only edits until changes replicate to production; copy states CapTableFree tracks data and does not submit government filings.

Employee outcome goals and equity education portal

Stakeholder users can model private equity outcome goals, review plain-English education resources, and RSVP to company-hosted equity Q&A sessions without entering admin cap table workflows.

✓Outcome goals are scoped to the logged-in stakeholder and linked shareholder record, with goal type, optional custom label, target amount, optional target date, hypothetical share price, notes, and an HR visibility toggle that defaults to private.
✓Goal progress meters use only the stakeholder's own vested holdings and user-entered hypothetical share price assumptions, with clear non-valuation, non-tax, and non-legal advice copy.
✓Baseline education resources explain equity basics, vesting, exercise timing, and illustrative value limitations; admins can add company-curated links, hosted videos, transcripts, and audience-specific resources.
✓Admins can schedule equity Q&A sessions with title, datetime, meeting link, description, audience, and notification flag while stakeholders can RSVP yes, maybe, or no from My Equity.
✓Portal API tests cover private goal visibility, company-curated education resource delivery, Q&A session scheduling, stakeholder RSVP creation, and admin RSVP review.

Company share class register and reconciliation

Admins and edit-capable company members can maintain charter-authorized share classes per company, reconcile issued and outstanding shares by class, and export diligence-ready class ledgers.

✓Share class records are scoped to each company with display name, seniority order, optional par value, voting versus non-voting flag, currency, notes, authorized shares, effective date, and optional board consent document link.
✓Each share class maps to a global security type so issuance flows can select a company class while preserving existing security type economics and reporting behavior.
✓Share Classes page shows authorized, issued outstanding, headroom, holder counts, linked security type liquidation terms, and flags negative headroom when outstanding exceeds authorized for a class.
✓Holder drill-down lists shareholders and share totals per class; unmapped outstanding equity securities are surfaced when no share class mapping exists.
✓Securities create and edit forms include a company share class selector that auto-fills the mapped security type.
✓Cap table summary reports and jurisdiction disclosure export bundles include share class rollups and a share_class_register.csv export for QA and diligence review.

Share reclassification between classes

Company admins can move outstanding shares from one charter share class to another for the same stakeholder while preserving total ownership and generating audit-ready ledger entries.

✓Transactions page Reclassify Shares wizard selects shareholder, source share class, target share class, quantity, effective date, optional security line, certificate outcome, notes, and optional board or charter supporting document.
✓POST /api/transactions/reclassify/ atomically reduces or closes source class lots, creates destination class securities with mapped security types, and records a reclassification transaction for the same shareholder.
✓Partial reclassifications split source securities when needed so cap table totals are not double-counted.
✓Equity ledger entries store before and after share class labels plus metadata for diligence exports; optional documents link to the ledger entry.
✓Equity ledger CSV export includes from_share_class and to_share_class columns for reclassification rows.

Option pool and ESOP dashboard

Admins can manage company option pool reserves, named ESOP plans, reusable plan templates, grant vesting progress, and exercise records from a dedicated dashboard.

✓Company pool and named plan reserves roll up reserved, granted, exercised, cancelled or forfeited, and remaining shares.
✓Dashboard widgets show pool utilization, available percentage, and overhang against fully diluted shares.
✓Configurable low-pool thresholds compare remaining shares against percent and planned-hire reserve inputs.
✓Named equity plans capture effective date, board approval reference, settlement share class for exercise issuance, and a per-plan ISO annual $100k limit tracking toggle surfaced in plan rollups.
✓Admins can save Phantom plan default and ISO plan default templates with notional units, payout formula, settlement trigger, settlement notes, and ISO/NSO rule text for future grant setup QA.
✓Option grant rows surface vesting progress and can record exercises with exercise date, shares issued, FMV, transaction, and ledger linkage.

Dedicated vesting schedules and events workspace

Admins and edit-capable company members can manage vesting schedules, event projections, and grant-level vested balances while read-only users can review vesting status without edit controls.

✓Vesting page lists company-scoped schedules with schedule type, cliff, frequency, single-trigger acceleration, and double-trigger acceleration terms.
✓Schedule create, edit, and archive controls capture total months, cliff settings, vesting frequency, acceleration flags, acceleration percentages, and operating notes while preserving inactive schedule audit history.
✓Security issue and edit flows can create a new vesting schedule inline or edit the selected schedule, then immediately attach it to the grant without leaving the security workflow.
✓Securities issue and edit forms preview the first 12 projected vest dates when a schedule, issuance date, and quantity are selected, including cumulative vest quantities and the fully vested end date when more events remain.
✓Admins can preview a vesting projection for a selected security before persisting events that replace the grant's existing schedule-generated vesting rows and sync vested quantity.
✓Projection generation honors monthly, quarterly, and annual vesting frequencies, balances rounding across generated events, and keeps the final event aligned with the fully vested date.
✓Approved grant workflows generate vesting events from the attached schedule's monthly, quarterly, or annual cadence so issued grants match the previewed projection.
✓Vesting events can be recorded, edited, deleted, and filtered by selected company, with cliff, scheduled, manual, milestone, and accelerated event types.
✓Admins can pause vesting on a grant with start date, optional resume date, leave or sabbatical reason, and extend-end-date or compress-remaining policy; open pauses suppress future generated vesting events until resumed.
✓Milestone vesting schedules support date-based tranches and manual achievement tranches by percentage or share count, then regenerate grant vesting events when milestones are added, changed, achieved, or removed.
✓Performance milestone tranches capture completion criteria text, optional dual-approver certification before vesting events generate, and hybrid time-plus-milestone schedules that merge cliff and periodic vesting with achieved performance tranches on the same grant.
✓Reports workspace includes a Performance Vesting Conditions export listing outstanding milestone tranches, certification status, and grant-level weights for board and finance QA review.
✓Vesting history records pause, resume, milestone, manual adjustment, and system calculation actions with before and after vested quantities for audit review.
✓Upcoming vesting view supports 30, 60, 90, and 180 day windows and stays scoped to the selected company for multi-company operators.
✓Securities with vesting show attached schedule, vested quantity, unvested quantity, next vest date, and direct admin actions for pause or milestone management for grant operations and 409A-ready external documentation handoff.
✓Read-only company members can inspect schedules, events, upcoming milestones, pause intervals, milestone tranches, vesting history, and grant vesting status without create, edit, archive, calculate, or persist controls, and backend permissions enforce the same boundary for event changes.
✓Each vesting schedule row shows linked grant counts and expands to list attached securities with vested totals and a one-click jump into the grant timeline.
✓Grant vesting timelines split projected events into time-based schedule and performance milestone sections, label milestone actual events, and support chronological per-grant review with event table filtering.
✓Vesting events can be exported to CSV for the active company scope and optional single-grant filter, including security label, event type, dates, vested quantities, cumulative totals, and notes.
✓Users with securities issue permissions or cap table edit permissions can manage vesting schedules and events; read-only members retain view access.
✓Company cap table views include a grants-with-vesting table that lists schedule name, vested quantity, and unvested quantity for QA regression of vesting-aware ownership reporting.
✓Corporate acceleration workflow records change-of-control, IPO, termination, and manual acceleration events with preview-before-confirm for selected grants, schedule single-trigger and double-trigger percentages, and optional manual override percentages.
✓Acceleration apply links optional board consent records to affected securities and writes accelerated vesting events, vesting history entries, and equity ledger acceleration records aligned with vested quantity.
✓Grant vesting timelines compare original schedule projections with actual events and list acceleration records per grant for post-acceleration audit review.
✓Vesting report exports include time-based versus performance vested quantities, outstanding performance milestone counts, single-trigger and double-trigger acceleration flags, accelerated share totals, and acceleration event references for QA regression.

Employee equity percent-to-shares calculator

Company members can convert employee grant targets between ownership percentages and share or unit counts using live issued, fully diluted, option-pool-adjusted, or custom cap table denominators.

✓Calculator navigation is available to authenticated non-stakeholder company users, including read-only members, without requiring cap table edit permissions.
✓Company selection loads current issued and fully diluted share counts from the cap table API and shows the active company context for single-company and multi-company workspaces.
✓Users can choose issued and outstanding, fully diluted, fully diluted plus available option pool, or custom share totals as the denominator basis.
✓Users can enter a target ownership percentage to calculate rounded-up shares or enter shares to calculate the resulting ownership percentage on the selected denominator basis.
✓Manual custom denominators display a warning comparing the user-entered denominator against the loaded fully diluted cap table count.
✓Result cards show calculated shares, ownership percentage, post-grant ownership percentage, exact share math, rounding remainder, selected denominator, and post-grant denominator impact.
✓Option pool metrics surface reserved and available shares, with a warning when the calculated grant exceeds modeled available pool capacity.
✓Calculation summaries can be copied to the clipboard or exported as CSV for recruiting, compensation, and QA review without creating securities.
✓Fully diluted components, ownership explanation, inclusion rules, and voting assumptions are displayed for QA to verify the calculator's denominator source.
✓Calculator copy states that strike price, FMV, tax treatment, and 409A valuation work remain planning inputs for qualified advisors, not CapTableFree valuation services.

Guided equity plan and grant workflows

Admins and edit-capable company members can define equity plans, calculate grant sizes from ownership targets, draft option and RSU grants, collect approvals and signatures, generate offer letters, and issue approved grants from one workflow.

✓Equity plan records capture plan name, share pool size, default vesting template, default grant template, effective date, board approval reference, settlement share class, ISO limit tracking flag, ISO/NSO rules notes, allowed instrument types, jurisdiction notes, and linked plan documents.
✓Grant templates on the Option Pool dashboard store default security type, vesting schedule, cliff months, term months, and exercise window text for faster single and bulk grant setup.
✓Pool capacity validation blocks grants that exceed available equity plan shares unless a company admin supplies a documented pool override reason.
✓Bulk grant CSV import previews shareholder matching, quantity validation, aggregate pool capacity, and row-level errors before creating draft or auto-issued grant workflows from the Grant Workflows page.
✓Equity offer calculator converts target fully diluted ownership percentages to shares or RSU units, converts shares back to ownership percentages, validates draft grants against available equity plan capacity, and compares conservative, selected, and stretch packages with pre-grant ownership, post-grant ownership, dilution delta, and pool impact.
✓Equity grant workflow captures recipient, plan, quantity, grant date, security type, option pricing or pending external 409A status, ISO/NSO treatment, RSU settlement type, settlement date, tax withholding placeholders, vesting template, early exercise flag, and board approval data.
✓Securities workspace create, edit, read-only list, and lifecycle CSV surfaces expose RSU units, settlement or release date, settlement type, tax withholding rate, and shares withheld for taxes.
✓Workflow states cover draft, pending approval, signed, rejected, and issued, with rejection leaving the cap table unchanged.
✓Approved workflows create the option or RSU security, link the equity plan and vesting schedule, generate vesting events, and record an approved grant ledger entry with instrument metadata.
✓Plan-level reporting rolls up outstanding, exercised, cancelled, and available shares by equity plan with RSU and option instrument breakdowns plus linked document counts.
✓Cap table, securities register, vesting, and stakeholder equity statement views include RSUs with explicit include/exclude toggles where relevant and keep RSUs in fully diluted reporting until settlement.
✓Document uploads support RSU Award Agreement records linked to a company, shareholder, security, or equity ledger entry for grant evidence and stakeholder statement downloads.
✓Offer letter templates support merge fields for company, recipient, grant, vesting, board approval, early exercise, expiration terms, and pending external 409A pricing, then export as PDF and store template-version metadata on the generated offer letter document.
✓Admin task list highlights outstanding drafts, pending approvals, missing signatures, and missing board approval dates for QA regression coverage.

Capital transactions workspace

Admins and edit-capable users can manage post-grant capital events in one company-scoped workspace while read-only users continue to review ledger outcomes without edit controls.

✓Capital Transactions navigation lists option exercises, conversions, repurchases, and cancellations with pending, completed, and rejected queue counts.
✓Queue filters cover event type, pending/completed/rejected state, and date range so QA can verify both active workflow review and completed event history.
✓Guided workflow drafting captures security, share quantity, price, effective date, board approval date, certificate/reference, approvers, supporting document, signature requirement, and event-specific fields such as cash versus cashless option exercise or conversion holder.
✓Option exercise validation prevents drafting requests above the selected security's vested quantity, while conversion, repurchase, and cancellation requests cannot exceed issued security quantity.
✓Stock split and recap flow previews company-wide active security and option-pool quantity changes before confirmation, rejects fractional results, and applies approved ratios with transaction and ledger records.
✓Approval actions reuse the equity workflow audit trail for submit, approve, return, reject, signature evidence, effective transaction, security status updates, and immutable ledger entries.

Slack and business-tool equity event notifications

Company admins can route equity events to Slack incoming webhooks or a generic outbound webhook URL with per-event subscriptions, delivery logging, retries, rate limiting, and webhook secret rotation.

✓Company edit settings store Slack webhook URL, optional generic webhook URL, enable flag, subscribed events, vesting cliff lead days, 83(b) deadline lead days, and per-minute rate limit with masked URL display after save.
✓Subscribable events include grant approved, grant executed, vesting cliff approaching, 83(b) election deadline, document uploaded, and SAFE signed.
✓Equity workflow approval, effective, and SAFE signature actions dispatch outbound notifications alongside existing in-app workflow notification records.
✓Document uploads dispatch document-uploaded notifications; SAFE documents marked completed dispatch SAFE-signed notifications.
✓Vesting projection sync and integration settings refresh scan upcoming cliff dates and pending 83(b) deadlines inside configured lead windows with once-per-day deduplication.
✓Delivery log API records destination, status, attempt count, HTTP response code, and error text for success, failure, and rate-limited sends; admins can send a test notification and rotate the HMAC signing secret from Company Edit.
✓Read-only company members can review masked integration status and delivery history but cannot update webhook URLs, rotate secrets, or send tests.

Equity event approval and signature workflows

Admins and edit-capable company members can route equity events through structured approvals and external signature evidence before the ledger and cap table are updated.

✓Equity Workflows page drafts issuance, transfer, repurchase, conversion, cancellation, and option exercise requests with shareholder, security, share quantity, price, effective date, certificate/reference, notes, and optional signed-document attachment fields.
✓Named first and second approvers can approve, reject with reason, or return pending workflows for edits; rejection and return paths leave the cap table unchanged.
✓Workflows can require external signature evidence before final approval, storing provider or method, signed document reference, signature status, signed timestamp, and linked supporting documents without bundling a paid e-signature vendor.
✓Final approval atomically creates the transaction, updates security lifecycle status for repurchase, conversion, cancellation, and exercise events, and writes an approved immutable equity ledger entry.
✓Workflow notification records capture submitted, approved, rejected, returned, signed, and effective actions with actor, recipient, status, comment, or reason metadata for audit and regression testing.
✓Read-only and stakeholder users do not receive edit routes for workflow drafting or approval actions, while admin and edit-capable users can review the workflow queue from the app navigation.

Product feature map for customers and QA

This page documents every implemented major and minor feature in CapTableFree with concise acceptance-level behavior.

Authentication & Access

JWT authentication and route protection secure the app while company-level permissions control who can view and change data.

Email login + JWT token refresh
Self-serve user registration with live Terms and Privacy policy links plus marketing signup handoff to app registration
Protected routes for authenticated users
Owner/member company-level access control; no public superuser setup endpoint

Company & Workspace Management

Teams can create and manage multiple companies, invite members, and monitor key workspace metrics from one application shell.

Single users can belong to multiple companies with owner, admin, editor, viewer, legal, accountant, external viewer, or stakeholder roles scoped per company.
Global company switcher works on desktop and mobile with recent companies, search by name, role, or country, active-company badges, and keyboard navigation with arrow keys, Enter, and Escape.
Dashboard and Companies pages list all accessible companies with deep links while cap table, reporting, exports, documents, vesting, compliance, and support context stay scoped to the active company.
Company create, edit, delete, sandbox clone, and active-company switching flows keep production and sandbox company boundaries clear.
Member invites, role assignment, and removal let admins add the same email to another company without creating duplicate user confusion.
Dashboard metrics show selected-company shareholders, securities, shares, vesting, compliance, funding, option-pool, filing, and recent company activity for QA regression coverage.

Shareholders & Securities

Cap table records support full shareholder and security administration across common, preferred, options, SAFEs, and convertible notes.

Shareholder CRUD with company filtering
Security issuance with class, round, pricing, certificates, and electronic/paper/hybrid record format tracking
Security type support: common, preferred, options, SAFE, note, token grant, and phantom/synthetic economic-only instruments
Transfer, exercise, and cancellation events logged to ledger
Employee equity statements show grant quantities, strike, exercised vs unexercised counts, vesting progress bars, expiration, FMV-based illustrative value, linked agreement document downloads, CSV export, print/save-to-PDF output, and stakeholder-only magic links that admins can enable or disable per company and stakeholder without positioning CapTableFree as a 409A valuation provider

83(b) Compliance Tracking

83(b) fields are captured directly on securities so filing status, deadlines, reminders, and linked records stay audit-ready.

83(b) status, deadline, and filed date per security
Reminder settings and deadline attention flags
83(b) documents linked to the related security
Securities CSV export includes 83(b) fields

Transactions & Equity Ledger

Transactions and securities activity flow into an immutable equity ledger with approvals, filtering, exports, and as-of snapshots.

Transaction CRUD: issuance, transfer, repurchase, conversion, split
Ledger approvals and rejections with reviewer attribution
Audit filters by date, shareholder, event type, status
Ledger CSV export and point-in-time snapshot outputs

Cap Table Views & Share Links

Cap table reporting supports issued vs fully diluted views, as-of filters, and read-only share links for external stakeholders.

Issued vs fully diluted basis toggles
As-of date plus shareholder, security type, and round filters
Line-item valuation totals for type and shareholder breakdowns when lots have different purchase prices
Read-only share links scoped to summary, full cap table, one stakeholder, or selected instrument classes, with optional expiry, password protection, instant revocation, and last-access tracking
Public shared cap table pages let viewers toggle issued vs fully diluted basis and export scope-limited CSV files without edit controls or other stakeholder PII in self-scoped links

Reporting & Scenario Modeling

Built-in reports cover cap table, ownership ledger, securities register, saved funding scenarios, dilution sandboxing, and liquidation waterfall analytics.

Cap table summary, ownership ledger, and securities register reports with electronic vs paper record-format distinction
Saved funding scenarios per company for pre-money valuation, price-per-share, new money, SAFE/note conversion, and option pool refresh assumptions
Post-money ownership tables show current vs scenario shares, fully diluted ownership, and dilution deltas by stakeholder and stakeholder class
Voting power summaries use security class votes-per-share metadata and document when option pool or voting assumptions are limited
Scenarios can be duplicated, edited, deleted, printed, or exported to CSV while remaining read-only simulations that do not mutate the production ledger
Waterfall modeling for proceeds, debt, and payout distributions with CSV export for dilution and waterfall analyses

Documents, Vesting & Platform Experience

Operational tooling includes secure document handling, vesting engines, global theming, and API observability endpoints.

Secure document upload, metadata filtering, and download links
Vesting schedules and vesting events powering reports + ledger
Persistent dark, light, and system theme preferences
Health check, API root, and API metadata endpoints for operations, including same-origin app routing for /api/* and /health/

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Cap table report depth

CapTableFree supports summary, intermediate, and detailed cap table report depths for finance, legal, investor, and external 409A appraiser workflows.

✓Summary reports include key metrics, fully diluted ownership percentages, and totals by class.
✓Intermediate reports include stakeholder-by-class matrices, subtotals, and separate option, SAFE, convertible, and warrant assumptions.
✓Detailed reports include line-item issuances with certificate numbers, dates, vesting hooks, and transfer history references.
✓PDF and CSV exports include equity plan analysis for pool size, grants, available shares, overhang, and 409A-ready handoff data.

Board and investor governance workflows

Company admins, managers, and legal users can manage board consents, stakeholder roster segments, and investor update posts alongside the cap table.

✓Board consent records track title, resolution reference, status, due date, approval method, approval date, effective date, approving directors, packet documents, cap table snapshot context, and pass/fail outcomes.
✓Consents can link one or more covered securities so pending issuances, board packets, and resulting approval dates stay audit-ready.
✓Company-level issuance controls can require active securities to have a board approval date or passed board consent before activation.
✓Approval reports summarize pending consents, pending securities, approved consents, and approved issuances for governance review.
✓Passing a consent surfaces a transaction prompt for review but never auto-applies cap table transactions without confirmation.
✓Governance rosters derive board, preferred holder, and all-shareholder segments from company roles and cap table holdings.
✓Issuance request workflows capture recipient, share amount, effective date, price, certificate number, board approval date, attachments, linked pending security, and named approvers before any cap table transaction is applied.
✓Submit, approve, reject, return, signature, and final-effective workflow actions create in-app notification records with actor, recipient, timestamp, status, and comment or reason metadata for regression and audit review.
✓Final approval can activate a linked pending security and set its board approval date while also recording the approved issuance transaction and immutable ledger entry.
✓Investor update drafts support visibility controls, cap table snapshot summaries, optional document attachments, publish/archive states, and recipient CSV export for manual email workflows.

Cap table health review queue and compliance exports

Admins, edit-capable users, and read-only company members can review open cap table health findings, follow fix links, and export accounting and audit inputs without CapTableFree providing valuation, legal, tax, or ASC 718 opinions.

✓Compliance screen flags missing board approvals, unsigned option agreements, missing spousal consent agreements, 83(b) election attention, option expirations, expired options still marked active, vesting quantity mismatches, missing option exercise prices, duplicate stakeholder emails, authorized-share overhang, option-pool overallocation, SAFE and convertible records missing economic terms, high-risk events missing linked documents, and past-due vesting schedules on active grants.
✓Company dashboard widget and global in-app banner summarize open errors, warnings, info findings, snoozed findings, and dismissed findings with direct links to the Cap table health page and the related fix area.
✓Findings include sample record links that route to Securities, Shareholders, Documents, Vesting, Option Pool, or Company Settings so QA can verify the fix path.
✓Rule settings let edit-capable users turn each monitoring rule on or off per company, configure info, warning, or error severity, and assign each issue type to a company member.
✓Edit-capable users can snooze a finding for 30 days or dismiss it with a required reason; snoozed and dismissed findings are removed from open counts but remain visible with actor, reason, and date context.
✓Snooze, dismiss, and reopen actions write immutable audit log entries for regression testing and diligence review; dismissed or snoozed findings automatically reopen with audit entries when underlying cap table data no longer triggers the rule.
✓GET /api/companies/{id}/cap-table-health/ returns the same structured findings payload as compliance readiness for integrations and QA automation.
✓Settings → Notifications includes a weekly cap table health email digest preference; when enabled, users receive scheduled emails listing open errors and warnings across their active company memberships (in-app review queue remains available when email is off).
✓Read-only company members can view cap table health findings and open fix links without settings, snooze, or dismiss controls.
✓Financing and IPO readiness checklist covers active cap table data, board approvals, option agreements, 83(b) review, stakeholder identity, authorized share headroom, audit log export, external 409A handoff, and ASC 718 export availability.
✓409A readiness ZIP export packages a PDF handoff summary, company summary CSV, security class rights CSV, active securities, shareholder register, financing inputs, option pool data, document index, ledger, and checklist CSVs for external appraisers without providing a valuation.
✓ASC 718 stock-based compensation CSV export supports a user-selected reporting period, grant input rows, monthly straight-line schedule rows, fair-value and compensation-expense input columns, cost-center placeholders, and disclosure summary rows for unvested, vested, exercised, forfeited, and issued balances.
✓ASC 718 export copy reminds QA and users that fair value inputs come from the company's valuation policy or external advisors and are not tax, valuation, legal, or accounting advice.
✓Form 3921 filing assist previews ISO option exercises by tax year, masks TINs in the UI, validates missing employee address/TIN/FMV fields, and exports an external filing CSV.
✓Manual Form 3921 FMV overrides and external filing status are audit logged for regression testing and tax advisor review.
✓Form 6039 filing assist previews ESPP purchases marked as 6039 candidates by tax year, supports FMV overrides and external filed status, and exports a fixed-column CSV with employer EIN, employee TIN, purchase/transfer dates, shares, FMV, purchase price, and plan identifier.
✓Form 6039 CSV downloads require edit-capable users to confirm full TIN export and create Form6039Export audit log entries; read-only members can preview masked rows without downloading full TIN data.
✓Rule 701 monitoring captures public float value or share inputs, calculates 12-month compensatory award exposure, shows current and projected utilization/headroom, alerts when company thresholds are crossed, and exports a counsel-review CSV with non-legal-advice and 409A-ready handoff language.
✓QSBS readiness checklist on the Compliance page captures company-level profile fields (domestic U.S. issuer flag, business description, gross assets notes, supporting document links), educational Section 1202-oriented checklist confirmations, and flagged securities/share classes for external counsel review.
✓Securities and share class forms expose QSBS review flags with optional original issuance date, original holder override, and notes; Compliance lists flagged issuances with holder and transfer-chain context.
✓GET/PATCH /api/companies/{id}/qsbs_readiness/ returns checklist auto-suggestions, profile state, and disclaimers; GET /api/companies/{id}/qsbs_export/ downloads a ZIP with summary CSV/PDF, checklist CSV, eligible securities, shareholder register, transfer history, document index, manifest, and disclaimer text.
✓QSBS exports and UI copy state that CapTableFree does not determine QSBS eligibility, provide tax opinions, or prepare attestation letters; read-only members can view readiness and export data packs but cannot patch profile settings.
✓Section 280G change-in-control worksheet on the Compliance page captures hypothetical CoC effective date, FMV per share, scenario notes, disqualified person selection from active shareholders, and per-person payment inputs (cash severance, bonus, equity acceleration override, deferred compensation, fringe benefits, and base amount placeholder).
✓280G equity acceleration defaults to unvested grant units multiplied by user-supplied FMV, with optional per-person overrides and security-level equity detail in exports.
✓GET/PATCH /api/companies/{id}/section_280g/ returns computed payment rows with raw payments-to-base ratios (no tax determination); GET /api/companies/{id}/section_280g_export/ downloads a ZIP with summary CSV, payment schedule CSV, equity detail CSV, manifest, and disclaimer text.
✓280G worksheet UI and exports state that CapTableFree does not perform 280G studies, determine parachute payment status, or provide tax or legal advice; read-only members can view worksheets and export CSV packages but cannot patch scenario settings.

External read-only cap table links

Admins can create scoped cap table links for investors, advisors, auditors, and single stakeholders without granting app accounts or edit access.

✓Share links support summary, full cap table, single-stakeholder, and selected instrument-class scopes.
✓Optional expiry, password protection, PII minimization, and immediate revocation controls are visible to admins before sharing.
✓Public views are read-only, noindexed, rate-limited, and logged with creation, access, export, denied, and revoke audit events.
✓Raw share tokens are shown only in the one-time creation URL and stored hashed server-side for both cap table and equity statement links.

Electronic signatures for equity agreements

Document managers can send uploaded PDFs for signature, track signer progress, and retain an audit trail without CapTableFree providing legal advice or replacing counsel review.

✓Documents page exposes draft, out-for-signature, partially signed, signed, cancelled, and expired status badges on each uploaded file.
✓Users with document-management permission can define signers (shareholder, company representative, board member, witness), choose ordered or parallel signing, and start a signature request from an uploaded PDF.
✓Built-in CapTableFree signing links route signers to a public /sign/document page that records sign or decline actions with signer email, timestamp, and IP address.
✓Ordered signing only activates the next signer after the prior signer completes; admins can copy signing links from the signer timeline modal.
✓External provider webhook mode posts envelope events to the company generic webhook URL and accepts signed callbacks on /api/documents/{id}/esign-webhook/ when the company webhook secret matches.
✓Signature audit events capture request start, signer viewed, signed, declined, cancelled, and provider-completed milestones for QA regression review.

Virtual data rooms for secure document sharing

Admins can package selected company documents into foldered, revocable diligence rooms for investors, advisors, and stakeholder review without exposing the full document library or positioning CapTableFree as a 409A provider.

✓Data rooms capture company, name, description, optional deal phase, optional expiry, selected documents, and folder names such as Legal, Financials, Board, or Series B diligence.
✓Admins can invite shareholders or external email recipients with viewer-only or downloader roles and require invitees to enter the invited email before opening a room.
✓Recipient rules can limit access to all selected documents, specific folders, or selected document ids so different invitees see only their permitted diligence subset.
✓Public data room pages show a CONFIDENTIAL banner, deal phase, recipient role, folder labels, and no edit controls.
✓Viewer-only invitees can browse permitted document metadata but cannot generate download links; downloader invitees use room-scoped active-token and recipient checks before presigned file links are issued.
✓Admins can revoke an entire room, a single invited recipient, or a single document link without deleting the source document from the company library.
✓View, download, denied, creation, room revocation, invitee revocation, and document revocation events are logged with timestamps, actor or invitee email, document context, IP, user agent, and metadata for audit review.

Logged-in investor and advisor read-only cap table

Company admins can invite external viewers into an authenticated, focused cap table experience for investors, advisors, auditors, and counsel without granting edit access.

✓External viewer accounts are redirected away from broad admin routes into an Investor View that is scoped to their active company.
✓The Investor View uses the authenticated cap table endpoint and lets viewers switch between issued and fully diluted basis without changing company records.
✓Read-only summary cards show authorized, issued, outstanding, fully diluted, available, and recorded investment totals for diligence review.
✓Security class and stakeholder ownership tables expose holder counts, share totals, ownership percentages, and recorded value while omitting create, edit, delete, approval, settings, and member-management actions.
✓External viewer navigation is limited to Investor View, read-only documents, settings, and support so investors and advisors do not land in cap table administration workflows.
✓Backend regression coverage verifies that external viewers can read the cap table but cannot create shareholder records.