pvtltd.co

Investor readiness

Cap table management in India.

Manage ownership changes, investor-ready cap tables, and equity tracking for Indian startups.

Reviewed by CA Harun Raaj, ICAI Reg. No. 238303·Last reviewed:
Starting from Contact usTypical timelineCap table management

A clean cap table makes fundraising, diligence, and ownership changes much easier to explain. PVtltd helps you keep the structure organized and investor-ready.

What is included
  • • Ownership tracking
  • • Shareholder record visibility
  • • Equity change support
  • • Investor-ready export flow
  • • Linked workflow for ESOPs and data room prep
Documents required
  • • Register of Members extract
  • • Share transfer deeds and allotment records
  • • Board and shareholder resolutions
  • • Share certificates and beneficial ownership declarations
  • • Existing cap table file or equity ledger
Government fees

See the fee table below for the statutory filing charge and common delay logic.

Legal basis
  • • Section 88 of the Companies Act 2013
  • • Section 89 of the Companies Act 2013
  • • Section 56 and Rule 19 of the Companies Act share transfer framework
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Process

How the service works

The workflow is built to be predictable: document collection, legal review, filing, and post-filing follow-through.

Step 1Section 88 / Section 89

Reconcile the statutory record

We compare the Register of Members, transfer deeds, share certificates, and beneficial ownership declarations against the current internal cap table.

Step 2Corporate actions

Map every equity change

The workflow captures new allotments, transfers, ESOP grants, and any disclosure points that need to match across the company record set.

Step 3Investor-ready

Clean and export the investor version

We turn the reconciled record into an investor-ready cap table that is easier to share in fundraising and diligence.

Step 4Ongoing maintenance

Keep the update trail current

Once the base record is clean, we keep the file in sync with later equity changes so the next round starts from a known position.

AEO summary

Cap table management keeps ownership records current so the company can move faster through fundraising, reporting, and diligence.

Why cap tables drift

A cap table usually drifts because allotments, transfers, ESOP grants, and beneficial ownership declarations move through different owners and folders. When no one reconciles them together, the internal model and the statutory record stop matching.

A clean record is easier to explain during fundraising, diligence, and ownership changes. It also reduces the amount of back-and-forth when investors ask how the current shareholding actually got there.

  • • The statutory register should match the working equity file.
  • • Every transfer needs the right deed and board action.
  • • Beneficial ownership must stay visible across the record set.

What investors reconcile

Investors do not just look at the numbers in a slide. They compare the Register of Members, transfer deeds, share certificates, and board approvals to check whether the company record is internally consistent.

If the statutory trail is clean, the cap table becomes a useful diligence tool instead of a source of questions.

  • • Form MGT-1 should reflect the current ownership position.
  • • Form SH-1 should line up with share allotments.
  • • Form SH-4 and BEN-2 should exist where the transaction requires them.

Government fees

Fee breakdown

ItemFeeNotes
BEN-2 filingAs per MCA fee tableApplicable where beneficial ownership reporting is required under Section 89.
SH-4 / share transfer regularisationAs per stamp law and MCA scheduleStamp duty depends on the transfer value and the relevant state instrument rules.
Duplicate share certificate supportAs applicableIf certificates need replacement, the filing and stamp duty costs depend on the transaction context.

Timeline

Typical turnaround

Typical timeline usually means a 5 working days turnaround, assuming documents are complete and any board or shareholder approvals are already in place.

Pricing note

Government filing fees depend on the MCA form involved, any related capital change, and the applicable stamp duty schedule.

Related services

Keep the company moving

Investor data room

Keep diligence documents and the cap table in one clean investor-facing package.

ESOP management

Track option grants and dilution alongside the equity ledger.

Fundraising support

Prepare the company for investor conversations and rounds.

Pitch deck review

Make sure the story matches the equity numbers investors will check.

FAQ

Frequently asked questions

What statutory register does an Indian private limited company use as its official cap table?
Under Section 88 of the Companies Act 2013, every company must maintain a Register of Members in Form MGT-1. This register records every shareholder name, address, number of shares held, and the date of each allotment or transfer. It must be kept at the registered office or in an approved electronic form, and it is the document investors and auditors inspect during diligence.
How long does the company have to issue share certificates after allotment?
Rule 19 of the Companies (Share Capital and Debentures) Rules 2014 requires a share certificate in Form SH-1 to be delivered to each shareholder within 60 days of allotment. Missing this deadline is a compliance violation. Delays in issuing SH-1 certificates create gaps between the cap table and the physical record, which raise red flags during investor due diligence.
What form is needed to transfer shares, and how quickly must the board act?
A share transfer requires a transfer deed in Form SH-4, executed by the transferor and lodged with the company within 60 days of execution (Section 56, Companies Act 2013). Once lodged, the board must either register the transfer or pass a formal refusal resolution within 30 days. Under Section 58, if the board refuses, it must notify both parties; an uncommunicated refusal is itself a violation.
What disclosure is required when a shareholder holds shares on behalf of someone else?
Section 89 of the Companies Act 2013 governs beneficial ownership. The registered holder must file Form BEN-1 (declaration of beneficial interest) with the company, and the company must then file Form BEN-2 with the Registrar of Companies within 30 days. Accurate cap table maintenance includes tracking these declarations, because the beneficial owner — not the registered holder — holds the underlying economic and voting rights.
Why must a startup reconcile its cap table before a funding round or ESOP grant?
Investors cross-check the cap table against Form MGT-1, board resolutions authorising each allotment, Form SH-1 share certificates, and Form SH-4 transfer deeds. Any discrepancy — missing resolutions, unissued certificates, or undisclosed BEN-1 declarations — can delay or derail a round. An accurate fully-diluted cap table also sets the pre-money share count used to price new shares and size the ESOP pool.

Canonical reference: https://www.pvtltd.co/services/cap-table-management

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Ready to move this filing forward?

We can help with the filing, the legal mapping, and the follow-up work that keeps the company compliant after submission.

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