What a cap table that ties out actually means

A cap table is a spreadsheet full of claims: this person owns that many shares, this fund holds that SAFE, these options were granted at that strike. Every one of those claims is supposed to be backed by a document — an executed agreement that actually created the thing the row describes. Tie-out is the reconciliation between the two. A cap table that ties out is one where every line has a document behind it, and every document has a line. When they don’t agree, the number isn’t wrong so much as unproven — and for anyone writing a check against that table, unproven is the problem.

Why the gap exists at all

Early companies move faster than their paperwork. A grant gets promised before the board consent is signed. A SAFE gets negotiated over email and the cap table gets updated from memory. A founder’s vesting gets restructured and the underlying agreement never gets amended. None of this is fraud — it’s the normal entropy of building fast. But it accumulates, and by the time a company is raising a real round, the cap table and the document set have quietly drifted apart.

The three things tie-out surfaces

Undocumented lines — a cap-table entry with no executed document behind it. The table says 40,000 options for an early engineer; there’s no signed grant, no board approval. The claim exists; the proof doesn’t.

Orphan documents — an executed document with no matching cap-table line. A signed SAFE from eighteen months ago that never made it onto the table. The money came in; the row is missing.

Mismatches — a line and a document that both exist but disagree — different share counts, a holder whose name doesn’t match any signed agreement, a strike price that changed on the table but not on paper.

Reading a tie-out percentage

A tie-out figure is simply documented lines ÷ total lines. A table at 100% means every claim is backed. A table at 60% means four in ten of the lines you’d be buying into aren’t yet proven by a document. Neither number tells you whether the company is worth backing — that’s your judgment, and tie-out has no opinion on it. What the number tells you is whether the denominator you’re buying into is real, which is a different and prior question. A great company with a messy cap table is still a great company; you just want to know the mess exists before you price it, not after.

The honest limit

Tie-out verifies consistency — that the numbers and the documents agree. It does not verify that the documents are themselves correct, that the company is well-run, or that the round is priced fairly. It is a fact check, not a recommendation, and any platform that tells you otherwise is selling you a judgment dressed up as a number. On Standing, a tie-out figure means exactly what it says and nothing more.

If you want to see what a documented cap table looks like from the inside — and what the gaps look like when they’re there — that’s the founder’s side of the same tool. What “verified” should mean in diligence →