A cap table is a model. The share register is the legal record. Eight checks to make before you trust either to software.
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A cap table is how founders model who owns what and what a round does to it. The share register is the legal record of who holds which shares. Software that manages one without the other leaves two documents that can disagree. This guide sets out eight checks for choosing cap table software for an Australian company, and each one is tied to what the Corporations Act asks of the register.
It names no competitors and ranks no products. It is a checklist you can put to any provider, including us.
This is general information, not advice. CatenaHQ is software. Nothing on this page is legal, financial, tax or investment advice, and it does not take account of your circumstances. Speak to a lawyer, accountant or other qualified adviser about your own position.
In an Australian company, “cap table management” covers the register of members, the share classes and their rights, options, convertible instruments, transfers, and the notices that go to ASIC. The cap table you show an investor should be a view of the register, not a second copy kept by hand.
Section 169 expects, for the shares themselves, the date of each allotment, the number of shares, the class, the share or certificate numbers, and whether they are fully paid, including amounts paid and unpaid. Check that the software keeps every parcel with its date, class and price, not just current holdings.
Under section 173(3) and regulation 2C.1.02(a) of the Corporations Regulations 2001, a person may request a copy of the register in a searchable spreadsheet format, and the company must provide it within 7 days. Check that you can produce one on demand.
The register must show whether shares are held non-beneficially, for example by a trustee, nominee or executor. Check that the software separates the two.
Unexercised options are not shares. A register that blends them overstates issued capital. Check that options are tracked separately and flow onto the register when exercised. The employee share schemes guide covers the two regimes an ESOP must satisfy.
A convertible note or SAFE is not on the register until it converts, but it is still dilution. Check that outstanding instruments are carried with their caps and discounts so the fully diluted position is right. See the convertible notes and SAFEs guide.
A proprietary company must notify ASIC of changes to its member register, in practice within 28 days of the change, and ASIC says the company must tell it of every share issue within 28 days. Check that the software holds what Form 484 asks for. The lodgement itself is made with ASIC.
An entry that changes with nothing behind it reads as an unexplained movement in due diligence. Check that each transfer records the instrument, the approval and the date.
Directors, a company secretary, a lawyer and investors all need to see parts of the record. Check that you can give each of them what they need without giving them everything.
A company with two founders and no outside investors can keep a compliant register in a spreadsheet. That is our view, not a rule in the Act. The risk grows with each funding round, each SAFE or note, each option grant and each transfer, because every one of them adds a record that has to agree with the others and with what ASIC holds.
The test that matters is the seven-day one. If someone exercised their right under section 173 tomorrow, could you hand over a correct, searchable copy of the register without a project to assemble it?
CatenaHQ keeps the register at allotment level, with every parcel’s date, class, price, certificate number and paid status. Beneficial and non-beneficial holdings are distinguished, options are tracked separately from issued shares, convertible instruments are carried on the cap table before they convert, and transfers carry the instrument that moved them. The cap table is a view of the register, not a second copy.
The register can be exported on request, which is the section 173 question. Lodgement with ASIC is still made by the company in ASIC’s portal. You can see how it works on the cap table and share register page, and the current plans and prices are on the pricing page. CatenaHQ is software, and nothing here is legal advice.
The statutory points come from the Corporations Act and the Corporations Regulations, as set out in CatenaHQ’s own guides, and the ASIC points from the ASIC pages below, read on 22 October 2026.
It means keeping the share register, which is the statutory record, and the cap table that models it as one dataset: share classes, options, convertible instruments, transfers and the notices that go to ASIC.
Section 169 of the Corporations Act expects the member's name and address, the date their name was entered, the shares they hold and whether any are held non-beneficially. For the shares, it expects the date of each allotment, the number of shares, the class, the share or certificate numbers, and whether they are fully paid, including amounts paid and unpaid.
Under section 173(1), any person may inspect the register. Under section 173(3) and regulation 2C.1.02(a) of the Corporations Regulations 2001, a person may request a copy in a searchable spreadsheet format, and the company must provide it within 7 days.
A proprietary company must notify ASIC of changes to its member register under section 178A, within the time set by section 178D, which in practice is 28 days from the effective date of the change. ASIC also says the company must tell it of every share issue within 28 days after the issue.
A spreadsheet can hold a compliant register if it carries the statutory contents and the allotment-level history, and can be exported as a searchable spreadsheet within seven days on request. The practical risk grows with each funding round, SAFE, option grant and transfer.
The checklist draws on these guides, each written from the Act and the regulations.
What must be in a register of members, where it is kept, and who can ask for a copy.
Both are offers of securities needing a s708 exception, and Division 974 decides debt or equity on substance.
The two regimes an ESOP must satisfy and the confusion between them.
The 28-day deadline for share issues and transfers, and how the form is lodged.