Cap table cleanup is the pre-financing process of resolving stockholder ambiguities, missing signatures, expired options, and inconsistencies before investor diligence reveals them. The cleanup covers improperly granted options, undocumented promises of equity, lost stock certificates, and other inconsistencies in the company's capitalization records, typically done in the 4-8 weeks leading up to a priced round and one of the most-overlooked but most-impactful pre-financing activities. It is the difference between a smooth diligence process that closes on schedule and a contentious one where issues surface at the worst possible moment.
The common issues that surface in cap-table cleanup: