Cap Table for a German GmbH: Template, Calculation and the Biggest Mistakes

What a cap table has to do

A cap table answers three questions, in exactly this order:

1. Who holds which share today?
2. What does that look like after the round?
3. Who receives how much money in an exit?

If you only answer the first question, you have a shareholder list, not a cap table. The difference shows up in due diligence. Investors recalculate your round, fully diluted and with preferences. If your file cannot do that, someone else does the maths, and you lose control of the number.

The structure in three sheets

Sheet 1, the current state

One row per shareholder, with the nominal amount in euro, the share class and the acquisition date. In a German GmbH the nominal amount is the hard figure, not the percentage. Percentages are always derived.

Mandatory: share capital, sum of the nominal amounts, existing option pool.

Check: the sum of the nominal amounts has to equal the share capital, and every nominal amount has to be a full euro. Section 5 (2) of the German GmbH Act requires it.

Sheet 2, the financing round

Investment amount, pre money valuation and target option pool go in here. The sheet calculates post money, the investor share, the new nominal amounts, the price per euro of nominal value and the share premium.

What matters for a GmbH: a capital increase consists of a nominal amount plus a premium. The investor pays, for example, 2 million euro for 2,500 euro of nominal value. The 2,500 euro go into the share capital, the remaining 1,997,500 euro into the capital reserve. Mixing both into one field creates a problem at the notary.

Sheet 3, the exit scenario

Exit price in, distribution out. The liquidation preference decides who sees money first. The sheet has to handle both variants, participating and non participating.

Modelling a round in six steps

Example: share capital of 25,000 euro. Anna holds 10,000, Ben 8,000, Clara 7,000. An investor puts in 2 million euro at a pre money valuation of 8 million euro. After the round the option pool is to be 10 percent.

1. Post money: 8 million plus 2 million equals 10 million euro.
2. Investor share: 2 million divided by 10 million equals 20 percent.
3. Fully diluted basis after the round: 25,000 divided by one minus 0.20 minus 0.10 equals 35,714 euro of nominal value.
4. Investor: 20 percent of 35,714 equals 7,143 euro of nominal value.
5. Option pool: 10 percent of 35,714 equals 3,571 euro.
6. Price per euro of nominal value: 2 million divided by 7,143 equals 280 euro. Of that, 1 euro is nominal value and 279 euro is premium.

Result: Anna goes from 40 to 28 percent, Ben from 32 to 22.4, Clara from 28 to 19.6. The investor holds 20 percent, the pool 10 percent. The total is 100.0 percent, and that is exactly what your check cell has to confirm.

The seven most common mistakes

1. Sizing the option pool after the round

If the pool comes out of the post money basis, it dilutes everyone. If it comes out of the pre money basis, it only dilutes the existing shareholders. That is the difference between a pre money pool and a post money pool, and it is often several percentage points. There is one sentence about it in the term sheet. Read it.

2. Tracking percentages instead of nominal amounts

Percentages round themselves away. If you only track percentages, after two rounds you have a table that no longer adds up to 100. Track nominal amounts and derive the percentages.

3. Counting an existing pool twice

A frequent error: the pool that already exists is added to the basis a second time. The total then comes to 93 instead of 100 percent. Build in a check cell, otherwise nobody notices.

4. Forgetting the liquidation preference

Without a preference the exit proceeds are split by shareholding. With a non participating 1x preference the investor either gets the money back or the shareholding, whichever is higher. With a participating preference the investor gets both. In an exit below the valuation that changes everything.

5. Leaving convertible loans out

A convertible loan is not debt, it is a future shareholder. Interest, discount and cap belong in the round calculation, otherwise the percentages are wrong.

6. Keeping no versions

A cap table is a document with a cut off date. Without a date and a version number, nobody in due diligence knows which file applies. A file name in the pattern YYYYMMDD solves it.

7. Not reconciling with the shareholder list

What counts legally is the shareholder list filed with the commercial register, section 16 of the German GmbH Act. Your cap table is the working document, not the legal position. Reconcile after every notarisation.

Cap table template for a GmbH

The template has three sheets: current state, financing round and exit scenario. Yellow fields are inputs, every formula stays visible, and check cells flag it when the total does not come to a hundred percent.

The columns you need on sheet one: shareholder, share class, nominal amount in euro, acquisition date and a derived percentage. On sheet two: investment, pre money valuation, target pool, and below that the new nominal amounts per shareholder. On sheet three: exit price, liquidation preference per class and the resulting distribution. That structure is enough to build the file yourself in half an hour.

Run your own numbers

For a quick check of pre money, post money and the investor share, use the pre money and post money calculator. Two values in, the other two come out, including the option pool and the split between nominal value and premium.

For a first view of the valuation itself, the valuation calculator gives you a range based on revenue, growth and margin. Every tool is collected under Tools.

Talk it through

If you would rather run your round through once together, book an intro call. In 30 minutes we go through the capital need, the valuation and the financing route that fits.

Note

As of September 2026. This article is not legal or tax advice and not a valuation.

Frequently asked questions

What is the difference between a cap table and a shareholder list?

The shareholder list is the legal document filed with the commercial register. The cap table is your working model: fully diluted, with the round and the exit in it.

How does the option pool affect my dilution?

It depends on whether the pool is created before or after the round. A pre money pool dilutes only the existing shareholders, a post money pool dilutes everyone including the new investor.

Why does my nominal amount not match the percentage?

Because nominal amounts have to be full euro. The percentage is derived and will almost never be a round number.

Does a GmbH need a cap table at all?

As soon as you are thinking about a financing round, an option pool or a sale, yes. Before that the shareholder list is enough.

What does fully diluted mean?

All shares are counted as if options and convertible loans had already been exercised. That is the number investors look at.

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