Why cap table software for the UK and Europe needs its own profile
Most cap-table tools are written for Delaware. Ownership is "common stock", early money is a SAFE, the valuation on file is a 409A, and the governance vocabulary is DGCL. Run a UK Ltd through that lens and you spend your time translating: ordinary shares get relabelled "common", your ASA gets shoehorned into a SAFE template it only half resembles, and your accountant asks why the valuation record on file is named after a US tax code section.
Vquity ships a dedicated UK/Europe region profile instead. It covers the jurisdictions where UK and European startups actually incorporate (the United Kingdom, Germany, France, the Netherlands, Ireland, Sweden, and Spain), models the company as a private company limited by shares, and puts the local instrument set on the menu: Ordinary Shares and Preference Shares on the cap table, share options for the team, and ASAs and CLNs for early money. An ASA (Advance Subscription Agreement) is a subscription for shares paid in advance: the investor's money is committed now, and shares are issued at the next funding round, usually at a discount, or at a longstop date if no round arrives. Unlike a convertible loan note, an ASA is not debt. It carries no interest and no repayment right, which is a large part of why UK rounds structured for SEIS/EIS relief lean on the ASA where a US round would reach for a SAFE.
The profile also changes how the record-keeping reads. Currency follows the company, GBP for a UK Ltd and EUR for a Dutch or German entity, across tables, statements, exports, and stakeholder portals. And the valuation record carries the label your paperwork does: an FMV Assessment. Vquity tracks that assessment's lifecycle (recalculation, rollback, audit trail, and an alert before it goes stale) while the assessment itself comes from your valuation provider or accountant, as it should.
Worked example: converting an ASA in a priced round
Here is the shape of a typical UK conversion, with the numbers in pounds.
Worked example
A UK Ltd has 900,000 founder ordinary shares and a 100,000-option pool, 1,000,000 shares fully diluted. An angel invested £150,000 through an ASA carrying a 20% discount to the next priced round. The seed round now prices the company at £4,000,000 pre-money on those 1,000,000 fully diluted shares (£4.00 per share) and a new investor puts in £1,000,000 for preference shares.
The new investor's £1,000,000 buys 250,000 preference shares at £4.00. The ASA converts at £3.20 (20% off the round price), so £150,000 ÷ £3.20 = 46,875 shares. Post-close there are 1,296,875 shares. Founders hold 69.4%, the option pool 7.7%, the ASA holder 3.6%, and the new investor 19.3%. The discount bought the ASA holder shares at £3.20 while new money paid £4.00, a 1.25× price advantage for committing early.
Three honest notes on that math. First, whether the ASA converts into the round's preference shares or into ordinary shares is set by the agreement itself. Read yours and record the class it specifies. Second, if your early money is a CLN rather than an ASA, interest accrues on a loan note; Vquity converts the amount you confirm rather than silently accruing it for you, so add any accrued interest to the conversion value before you close. An ASA avoids the question entirely, since no interest is part of its design. Third, run the numbers before the term sheet is signed: the scenario modeler chains the round and shows the dilution (here, founders go from 90.0% to 69.4%) while everything is still hypothetical. The free dilution calculator is a quick first pass.
How the profile plays with rounds, grants, and diligence
When the round is real, the close-round wizard converts your outstanding ASAs and notes, tops up the option pool to the negotiated post-round percentage, and captures a pre-close snapshot, one atomic operation, so the cap table never sits half-closed. The new preference class lands on the ledger alongside the ordinary shares, with its liquidation preference and seniority captured for later exit modeling. If share classes are still fuzzy, the Academy's lesson on ordinary versus preference shares is a ten-minute grounding.
Option grants run through the full options and vesting lifecycle: schedules, cliffs, milestones, and accelerations in a vesting ledger, a pool-utilization chart that shows how much of your 100,000-option pool is committed, and a public grant-accept link that produces a signed PDF. The FMV Assessment you keep on file (the one your accountant prepares when you set option strike prices) sits in the same lifecycle tracker, so an expiring valuation flags itself before your next grant batch. Employees and investors then follow their holdings through passwordless portals: shares, options, convertibles, documents, and a tax view, in GBP or EUR.
For diligence season, the Data Room organizes roughly 120 document types into eight sections with a readiness score, so the articles of association, board minutes, ASA agreements, and share certificates an investor's counsel will ask for are already filed. A rolling grant-activity view and consent tracking on the governance side help keep the record clean between rounds; local plan, prospectus, tax, and filing treatment stays with your solicitor and advisers.
If you want the concepts before the tooling, the Academy covers how SAFEs and convertibles work (the ASA is a close cousin with a UK accent) and how equity differs across regions. Cross-border structures are common too: a Delaware parent runs on the United States profile, a DIFC or ADGM entity on the UAE profile, each with its own instruments and valuation label.
The fastest way to judge cap table software for a UK or European company is to point it at one. Create yours with the UK/Europe profile, or explore the seeded sample company first, at lisan.org/vquity.