Equity and Cap Table Planner

Almost every founder asks for a formula, and there is not one. An equity split is a negotiation between people who are about to spend years together, and the numbers are the easy part. What this tool does is show you what the numbers do, so you can have that conversation with the arithmetic in front of you instead of a feeling.

The instinct is an even split, and for two people going in equally, full-time, from the same standing start, it is usually right. It gets wrong when the contributions are not equal and nobody wants to say so. One person is full-time and the other is not. One has been at it eighteen months and the other joined last quarter. One is taking a salary and the other is not.

Those gaps do not need to be settled in the founder split. Differential vesting handles a time difference. A cash-versus-equity trade handles the salary difference. A smaller initial grant with milestones handles someone who is not yet all in. The worst outcome is an even split that one person privately thinks is unfair, because that conversation does not go away, it just gets more expensive.

An option pool is equity set aside for employees you have not hired yet. At seed, investors will expect somewhere around 10% to 15%, sized against the hires in your plan for the next 18 months rather than a round number.

Here is the part that surprises founders. An investor will usually require the pool to sit in the pre-money, which means it comes out of the existing shareholders and not out of the new money. So a "20% round" with a fresh 10% pool dilutes you by closer to 30%. It is standard, it is negotiable at the margins, and it is much easier to argue about before you have signed a term sheet.

Size it from the actual hires. Two senior engineers at 0.5% to 1% each, a first commercial hire, a head of something. If you cannot name the roles, the pool is guesswork and probably too big.

Dilution is not a loss. Your percentage goes down and the thing it is a percentage of goes up, which is the entire point of raising. Founders who optimise for their percentage rather than the value of their holding end up owning most of something small.

What you do need is to see it coming. Two rounds and a pool, each individually reasonable, can take two founders from 50% each to the high twenties without anyone making a bad decision. That matters because control and motivation both live in those numbers, and because the third round is the one where it starts to hurt.

The tool above models it stage by stage and shows the arithmetic rather than asserting the result. If you cannot see how 100% became 62%, you have not learnt anything you can use in a negotiation.

Most cap table advice online is American, and the instruments are different here. Getting this wrong is expensive in a way that is hard to undo.

SEIS and EIS are the schemes that make UK angel investment work. They give your investors substantial income tax relief, which is often the reason a cheque gets written at all. They come with conditions on the company, the shares and the money, and the shares have to be ordinary with no preferential rights. Get advance assurance from HMRC before you raise, not after.

A US-style SAFE is not the standard UK instrument. Here it is usually an advance subscription agreement, which is a payment for shares issued later and is SEIS-compatible if drafted properly, or a convertible loan note, which is debt and generally is not. That distinction decides whether your angels get their relief.

EMI options are the tax-advantaged way to give employees equity in the UK, and they need an HMRC valuation and a scheme in place before you grant anything. Promising someone "1%" in an offer letter with no scheme behind it is a promise you cannot keep cleanly.

It is not legal, tax or financial advice, and we are not regulated advisers. It reads a description you typed and proposes a structure to discuss. Issuing shares, SEIS and EIS eligibility, EMI valuations and anything to do with tax need a startup solicitor and an accountant, and they are cheaper than the mistakes.

It has not seen your articles, your existing share register, any agreement you have already signed, or the term sheet in your inbox. Anything already committed constrains the options in ways it cannot know, which is why the output lists open questions rather than pretending to certainty.

It will not value your company. Valuation is a negotiation with an investor, not a calculation, and any number a language model gives you for it is invented.

Run the planner and nothing you paste is stored. Submit the form to unlock more runs or to download the plan and what you typed comes to us with your address, which is what the tick box on that form says. Either way, keep names and anything commercially sensitive out of it: you can describe a founding team as "two technical, one commercial, one part-time" and get the same answer.