Cap table modeling proposal: Free template

Customize this free cap table modeling proposal with Cobrief

Open this free cap table modeling proposal in Cobrief and start editing it instantly using AI. You can adjust the tone, structure, and content based on your client’s fundraising plans, equity structure, and ownership goals. You can also use AI to review your draft — spot gaps, tighten language, and improve clarity before sending.

Once you're done, send, download, or save the proposal in one click — no formatting or setup required.

This template is fully customizable and built for real-world use — ideal for modeling pre- and post-money cap tables, planning dilution scenarios, or preparing for fundraising rounds. Whether you're advising founders, managing an internal finance function, or providing investor-ready outputs, this version gives you a structured head start and removes the guesswork.

What is a cap table modeling proposal?

A cap table modeling proposal is a document that outlines the services you'll provide to help a startup understand, build, or refine its capitalization table. It explains what will be modeled (equity structure, option pool, SAFEs, dilution scenarios), how the models will be delivered, and how they’ll support upcoming decisions like fundraising or hiring.

This proposal is typically sent after a discovery call with a founder, CFO, or legal team. It bridges the gap between an ad hoc spreadsheet and a strategic, forward-looking cap table model.

A strong cap table proposal helps you:

• Clarify what’s being modeled and why
• Align on current ownership and future scenarios
• Help the client visualize dilution, investor stakes, or option pool impacts
• Position yourself as a strategic partner — not just a spreadsheet technician

Use this proposal when you want to turn messy ownership data into clear decisions.

Why use Cobrief to edit your proposal

Cobrief helps you deliver a clean, professional proposal fast — with AI tools built in to clarify scope and polish your messaging.

• Edit the proposal directly in your browser: No reformatting or doc setup required
• Rewrite sections with AI: Refine structure, adjust tone, or simplify explanations for non-finance clients
• Run a one-click AI review: Improve unclear copy, tighten language, or identify missing info
• Apply AI suggestions instantly: Review edits individually or apply all in one go
• Share or export instantly: Send via Cobrief or export a clean PDF or DOCX file instantly

Make your modeling offer clear and credible — without formatting overhead.

When to use this proposal

This cap table modeling proposal works well in scenarios like:

• Preparing for a fundraising round: Show the impact of different check sizes, valuations, and option pool top-ups
• Helping a startup clean up its cap table: Turn legacy spreadsheets into a usable, structured model
• Providing a CFO advisory service: Use this as part of your fractional or project-based finance support
• Supporting a legal or equity review: Model the effects of SAFEs, notes, or equity grants pre/post-close
• Advising on employee equity strategy: Model hiring plans and option pool refreshes over time

Use this proposal when ownership data needs to become a strategic asset.

What to include in a cap table modeling proposal

Each section helps clients understand what you’ll do, how it will help, and what decisions it supports. Here's the structure to follow:

• Executive summary: Summarize the client’s needs — e.g., “You’re preparing for a seed round and want to model different raise sizes, post-money ownership, and investor dilution.”
• Scope of services: Outline what will be delivered — e.g., current cap table cleanup, fully diluted ownership model, fundraising scenario matrix, option pool analysis, and hiring plan overlay.
• Timeline: Share how long each phase will take — e.g., 2 days for current state model, 3–5 days for scenario runs, final review on Day 7.
• Fees: State whether you charge flat fee, hourly, or per-scenario. Be transparent about any limits (e.g., 3 rounds modeled, extra fee for custom waterfall).
• Terms and expectations: Clarify what inputs are required — e.g., existing cap table, SAFEs/notes, hiring plan, term sheet drafts. Set expectations for revisions or handoff.
• Next steps: Close with a clear CTA — e.g., “Reply to confirm,” “Send your latest cap table,” or “Schedule kickoff call to begin modeling.”

How to write an effective cap table modeling proposal

Cap table modeling isn’t just technical — it’s strategic. Your proposal should reflect that. Here’s how to make it stronger:

• Frame the model around key decisions: Don’t just say what you’ll build — say what it helps the client decide
• Use clear, founder-friendly language: Avoid jargon like “liquidation preference stack” unless it’s explained
• Be transparent about limitations: Especially for early-stage startups without clean data
• Keep formatting clean and skimmable: Founders often read these on the fly — help them digest it fast
• Add confidence through clarity: The sharper the scope, the more trustworthy your offer feels
• End with momentum: Help the client know exactly how to begin the process

Frequently asked questions (FAQs)

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This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.