The email arrives on an ordinary morning: the company behind your cap table software is winding down, and your account will close in a few weeks. Your ownership records, option grants and investor details live there. It is stressful, but it is a manageable problem if you work through it in order.
First, get the data out of your cap table software
Do not wait for the final week. Systems tend to slow down and support teams shrink as a shutdown approaches. Start by exporting everything the tool lets you export, and do it more than once.
- The current cap table, as a spreadsheet and as a dated PDF snapshot.
- The full transaction history: issuances, transfers, cancellations, exercises and repurchases.
- Option grants with grant dates, vesting schedules, strike prices and exercise status.
- Stored documents, such as board consents, option agreements and investor agreements.
Also grab any valuation reports and the audit log if one exists. Save copies in two places that you control, such as a company drive and an offline backup. Name files clearly with the date of export. If the tool offers a bulk export and individual downloads, take both, since the formats sometimes differ.
Check the records against the paperwork
The table in your cap table software is a summary. The legal source of truth is the set of signed documents: the incorporation papers, the stock purchase agreements, the board approvals and the option plan. Use this moment to compare the two. A general definition of the document is on the capitalization table page.
A practical test is to pick five holders at random and trace each one from the signed paper to the cap table software and back. If all five match, confidence rises. If one fails, widen the check.
Look for mismatches. You might find a grant approved by the board but never recorded, a share count that does not match an agreement, or a departed employee whose options were never marked as expired. Small errors are common, and they are far easier to fix now, while you have both versions in front of you, than during a fundraising round or an acquisition.
If something looks wrong, speak to your company lawyer before changing anything. Corrections to ownership records can need board approval or formal amendments.
Choose a replacement carefully
You have three broad options: another specialist platform, a general legal and finance service that includes equity tracking, or a well-structured spreadsheet. The right pick depends on your size. A company with a few founders and a small option pool may be perfectly fine with a controlled spreadsheet, whereas a company with many employees and investors will benefit from software that handles vesting and reporting automatically.
Ask a few direct questions when you compare cap table software vendors. How do I export my data, in what format, and can I do it at any time? Who owns the records? What happens if you close? A vendor that answers clearly and puts export rights in the contract is a better bet than one that goes vague.
Consider the long term too. Cap table software tends to become tied up with other things: tax filings, valuation reports and the data room used in funding. Moving later is painful, so pick a tool that fits where you expect to be in a few years, not only where you are today.
Migrate without losing history
Import your cleaned data into the new cap table software and compare the result line by line with the old export. Check totals first, then individual holders, then option details. Run a few scenarios, such as a new round or an exercise, to see that the numbers behave as expected.
Do a dry run first if the new vendor allows it. Many tools offer a test workspace where you can upload a copy of your data, review the output and fix formatting problems without touching real records.
Keep the old exports even after you are satisfied. Investors, auditors and acquirers sometimes ask for historical snapshots, and you will want proof of what the table looked like at a given date.
Tell the people who rely on the records. Employees who have access to their grants should know where to look next, and investors should be told if reporting changes. A short note explaining what moved and when prevents a flood of confused emails.
Prepare for the next time
Shutdowns happen to every kind of tool, and your own company could one day face one. Our look at why founders shut down a startup and start again shows how common this is, and our guide to a team chat tool being discontinued offers a similar migration mindset for other software.
A few habits make you resilient. Export your cap table software data every quarter, even when nothing is wrong. Keep the signed documents in an organized folder that does not depend on any one service. And write down how your table is built, so anyone can rebuild it from scratch if needed.
The deadline in that email feels urgent, but the real aim is calm. If you export early, check carefully and choose a new home with care, a shutdown becomes a chore rather than a crisis, and your cap table software becomes just another part of the toolkit.
