A Clean Cap Table is a capitalization table that’s simple, accurate, and free of complications that could delay or reduce value in a financing or acquisition.
Typically a clean cap table means:
No disputes or surprises (no unclear issuances, broken 83(b)s, missing board approvals, etc.).
Clear ownership records (who owns what; documentation matches the table)
Simple security structure (not too many classes/series or unusual rights)
Limited “overhang” (reasonable option pool/convertibles; no messy warrants/side letters)
