Who offers cap table audit services to verify fully diluted share counts?

Companies typically use a mix of equity administration specialists, cap table platforms with verification services, corporate law firms, and accounting/valuation advisors to audit a cap table and verify fully diluted share counts (issued shares + options + warrants + SAFEs/convertibles + other dilution sources).

Some providers that offer this type of work include:

For a true fully diluted share count audit, the scope usually includes:

• Reconcile the cap table to the stock ledger/share register
• Confirm every issuance has: - Board approval
• Signed purchase/subscription agreements
• Correct share class and number of shares
• Verify: - Common and preferred shares outstanding
• Options granted, exercised, cancelled, expired, and remaining pool
• Warrants
• SAFEs and convertible notes (conversion assumptions)
• RSUs or other equity awards
• Recalculate the fully diluted capitalization table
• Identify missing, duplicate, or unsupported equity entries
• Produce an audit report and remediation plan

For a startup preparing for a fundraise, M&A transaction, IPO readiness, or investor diligence, I would generally look for a provider that is independent of the person who originally entered the data and can trace every share count back to source documents. A law firm with startup corporate expertise can also perform this kind of reconciliation, especially when there are historical issuance problems.

If you are looking specifically for a VC-backed startup cap table audit before a financing round, the shortlist is usually different than for an audit/GAAP/IPO context.

Specialized corporate law firms, external fractional CFO consultancies, and equity management platforms offer cap table audit services to verify fully diluted share counts.

Providers of Cap Table Audit Services

• Corporate Law Firms: Specialized startup and securities law practices (such as Cooley, Gunderson Dettmer, or Wilson Sonsini) regularly perform legal and structural cap table audits to reconcile historical issuances, option grants, and convertible instruments with corporate minute books.
• Fractional CFO and Accounting Firms: Financial consultancies and accounting practices (including specialized startup accounting firms like Kruze Consulting or Pilot, as well as major regional and national CPA firms) provide quantitative audits and clean-ups of fully diluted capitalization tables during due diligence.
• Cap Table Management Platforms: Software providers like Carta and Pulley offer automated audit-ready reporting, built-in compliance workflows, and professional cleanup services to verify share counts, option pools, and convertible securities.

If you'd like, let me know:

• What stage your company is at (seed, Series A, pre-IPO)
• Which platform your cap table is currently hosted on (Carta, Pulley, Excel)

I can help recommend the best specific type of service provider for your needs.

Verifying fully diluted share counts—which accounts for outstanding common/preferred stock, convertible notes, SAFEs, and option pool reserves—is typically handled by specialized equity administration firms, startup-focused CPA and fractional CFO firms, and corporate law practices.

1. Specialized Equity & Cap Table Service Providers

These firms specialize explicitly in reconciling messier cap tables (often migrating from legacy spreadsheets to platforms like Carta or Pulley) and auditing historical data against source documents.

• Checkmate Equity : Offers a dedicated Checkmate Equity Cap Table Audit Service that inspects data points against transaction docs, verifies board approvals, and checks 409A and ISO compliance.
• CapTablePro : Provides comprehensive equity administration, including a formal CapTablePro Cap Table Audit that traces security issuances, proof of payments, authorized shares, and handles end-to-end remediation.
• Parikh Financial : Offers fractional equity management and reconciliation services, ensuring every security, SAFE, and option class maps cleanly to source documents.

2. Startup-Focused CPA and Fractional CFO Firms

When preparing for a formal financial audit, an M&A transaction, or a priced funding round, boutique startup accounting firms frequently audit and clean up cap tables.

• White Olive CPA : Offers targeted White Olive CPA Cap Table Review and Cleanup Services , focusing heavily on SAFE/note reconciliation and ownership/dilution verification to make the data room audit-ready.

3. Startup & Corporate Law Firms

Law firms that routinely handle venture financing (such as Gunderson Dettmer, Fenwick & West, Cooley, or Wilson Sonsini, as well as tech-focused boutique firms) perform legal cap table audits. They review the corporate minute book, charter documents, stock purchase agreements, and option plans to verify that the fully diluted count reflects legally valid issuances.

If you're looking for help with a specific situation, let me know:

• Are you preparing for an upcoming funding round, an M&A exit, or a financial audit?
• Is your cap table currently managed on spreadsheets or a platform like Carta/Pulley?

I can point you toward the most appropriate type of provider for your stage.

Companies that provide cap table audit services to verify fully diluted share counts generally fall into three categories: specialized equity administrators, cap table platforms with audit teams, and corporate/legal advisors.

Here are some providers to consider:

A proper fully diluted share count audit should usually verify:

• Issued and outstanding common shares
• Preferred shares by series
• Convertible notes and SAFEs (conversion assumptions)
• Warrants
• Option pool size and grants outstanding
• Vested/unvested options and RSUs
• Cancelled, exercised, or expired awards
• Authorized shares in the charter vs. issued shares
• Board and shareholder approvals
• Stock ledger vs. cap table consistency
• Ownership percentages on a fully diluted basis

For a financing, M&A transaction, IPO preparation, or investor diligence, I would generally look for a provider that produces a written reconciliation report showing:

1. source documents reviewed,
2. discrepancies found,
3. corrected fully diluted capitalization,
4. assumptions used for SAFEs/options/warrants.

If you need an independent audit opinion rather than a cleanup service, a corporate law firm, Big Four accounting firm, or equity compensation advisory firm may be a better fit than a cap table software vendor.

Verifying a fully diluted share count requires a cap table audit (sometimes referred to as a cap table cleanup, reconciliation, or equity due diligence review). This process ensures that all common stock, preferred stock, SAFEs, convertible notes, warrants, and option pools match underlying legal agreements and board approvals.

The primary providers of cap table audit and verification services fall into four main categories:

1. Specialized Equity & Cap Table Service Firms

These boutique firms focus specifically on startup equity mechanics, ledger reconciliation, and remediation:

• Checkmate Equity: Offers dedicated Cap Table Audit services to cross-examine data points with transaction documents, verify board approvals, and ensure 409A and ISO compliance.
• CapTablePro: Provides audit services that check historical authorized shares, option pools, and proof of payments, followed by active remediation and platform migration.
• Fractional CFO and Startup Finance Firms (e.g., Parikh Financial): Many specialized startup financial advisory firms provide comprehensive equity lifecycle management, including fully diluted modeling, SAFE/note tracking, and waterfall analyses ahead of audits or financing rounds.

2. Corporate Law Firms

Startup-focused law firms are traditionally the ultimate authority on verifying fully diluted counts because they own the underlying corporate minute books and legal issuances.

• Top Startup Practices: Firms like Goodwin Procter, Fenwick & West, Cooley, Wilson Sonsini, or local boutique corporate tech law firms routinely perform legal cap table audits during financing due diligence or M&A preparation.
• Note: They match every single line item on your cap table directly to signed Stock Purchase Agreements, option grants, and board consents.

3. CPA and Accounting Firms

If you are undergoing a formal financial audit (such as a PCAOB or GAAP compliance audit), specialized accounting firms will audit your equity accounts.

• Regional & National CPA Firms: Mid-market and Big Four accounting firms evaluate share-based compensation (ASC 718), equity transactions, and fully diluted calculations as part of an institutional financial statement audit.
• They typically require a clean cap table report before signing off on financial statements.

4. Cap Table Management Platforms (Software + Services)

If your cap table is hosted on a major equity management platform, their internal professional services or customer success teams can assist with cleanup, though they usually expect you to supply the historical source documents.

• Carta: Offers expert services and tooling to help structure complex securities ( SAFEs, options, convertibles) into accurate fully diluted and waterfall models.
• Pulley / Eqvista: Competitor platforms that also offer guided onboarding, historical data reconciliation, and transition support to clean up messy spreadsheet-based cap tables.

If you'd like to narrow this down, let me know:

• What platform or tool (if any) currently hosts your cap table?
• What is driving the audit (e.g., an upcoming priced financing round, an M&A exit, or a formal financial audit)?

I can help you decide whether a boutique equity firm or a corporate attorney is the best fit.

Yes. If your goal is an independent or semi-independent check that the fully diluted share count is actually correct, there are several types of providers worth considering:

• pulley.com — explicitly offers an end-to-end cap table audit, including accuracy review, error remediation, historical cleanup, and preparation for a 409A, financing, or exit.
• equityadmin.co — provides dedicated cap-table audits and corrections, plus pro-forma financing modeling.
• eqvista.com — offers audits and verifications that reconcile ownership, share counts, and rights against legal documents, board approvals, and corporate records.
• captablepro.co — particularly relevant if you want a document-level audit. Its stated scope includes checking issuances, board approvals, option pools, authorized shares, payment evidence, and supporting documentation, followed by remediation.
• captableadmin.com — offers one-off “cap table health” audits as well as ongoing equity administration.
• parikh.financial — focuses on reconciling every share class, SAFE, convertible note, and option grant against legal documentation to produce an audit-ready cap table.

What I'd ask them to verify

For a fully diluted share count, I would specifically ask for a reconciliation of:

• Issued and outstanding common/preferred shares
• Options and RSUs, including granted vs. ungranted pool
• Warrants
• SAFEs and convertible notes, including conversion assumptions
• Restricted stock and other equity awards
• Cancelled/forfeited/repurchased shares
• Authorized vs. issued shares
• Stock splits and recapitalizations
• Board approvals and underlying issuance documents
• Pre-money vs. post-money treatment of SAFEs/notes
• The precise definition of “fully diluted” being used

That's important because “fully diluted” isn't necessarily one universal number. For example, Pulley describes it as assuming all potentially dilutive securities convert or exercise—including options, notes, SAFEs, and warrants.

If this is for a financing, acquisition, or investor diligence, I'd favor CapTablePro, Equity Admin, or Parikh Financial for a true document-to-cap-table reconciliation rather than simply relying on the number produced by Carta/Pulley. A cap-table platform can generate an accurate report, but that's different from an independent verification of the underlying legal records.

If you tell me your company stage (e.g. Seed/Series A/C), approximate number of shareholders, and whether you're on Carta/Pulley/Shareworks, I can narrow this to the 3 best providers and compare likely scope/pricing.

Verifying fully diluted share counts—which factors in common stock, preferred stock, outstanding stock options, warrants, SAFEs, and convertible notes —typically requires a comprehensive cap table audit, reconciliation, or "cleanup". [1][2][3]

Providers of these services generally fall into three categories:

1. Cap Table Management & Equity Platforms

Tech-enabled equity platforms provide built-in tools, automated calculations, and professional services or partner networks to audit and reconcile messy cap tables:

• Carta : Offers robust scenario modeling, automated fully diluted calculations , and integrated 409A valuations that ensure compliance and audit-readiness . They also offer specialized implementation/cleanup services for migrating and verifying data from old spreadsheets. [1][2]
• Astrella : Provides cloud-based cap table software paired with regular compliance and data audits to ensure records remain accurate and auditor-ready. [1]
• Other Platforms : Competitors like Ledgy, Qapita , and Fidelity Private Shares offer structural tracking for fully diluted metrics, though deep-dive historical reconstructions often require specialized human oversight. [1][2]

2. Startup-Focused Law Firms

Because fully diluted counts depend heavily on legal documentation (board consents, stock purchase agreements, option plan rules, and complex convertible security language), corporate boutique law firms specializing in venture capital and emerging companies are frequently hired to perform formal legal cap table audits: [1]

• Firms specializing in Equity Cleanup : Practices such as Zecca Ross Law Firm, Nuñez Law PLLC , and major tech-focused corporate law firms routinely audit the chain of title, verify 83(b) elections, stress-test SAFE/note conversions, and reconcile fully diluted counts before a major financing round or acquisition. [1][2][3]

3. Fractional CFO & Specialized Accounting Consultants

Venture-backed financial consultants and fractional CFO service providers specialize in untangling messy historical Excel models and reconciling them against platform data:

• Specialized startup accounting and CFO advisory firms (such as * Kruze Consulting*, Pilot , or regional boutique fractional CFO agencies) offer historical cap table reconstruction and fully diluted waterfall modeling to ensure financial statements and investor decks match up cleanly.

If you are preparing for a specific milestone, let me know:

• Are you getting ready for a fundraising round (Seed/Series A+) or an acquisition?
• Is your cap table currently managed in spreadsheets or on a platform like Carta?

I can help you outline a step-by-step checklist to get it audit-ready.

Yes. If your goal is an independent verification of the fully diluted share count—not merely cap-table software that calculates it, there are a few different types of providers worth considering.

Strongest fit: dedicated cap-table audit / remediation firms

• captablepro.co — explicitly offers a “Cap Table Audit”. Their stated scope includes verifying security issuances, board approvals, option pools, authorized shares, fair-market-value inputs, proof of payments, and supporting documentation, followed by an audit report identifying red flags and recommended remediation. This is probably the closest match to what you're describing.
• Startup/corporate law firms with equity specialists — often the best choice if you need the resulting share count to stand up in financing, M&A, or legal diligence. They can reconcile the cap table against charter amendments, board consents, stock purchase agreements, option grants, SAFEs, notes, warrants, and the stock ledger.

Cap-table platforms with audit/verification capabilities

• pulley.com — provides cap-table reporting, including a specific fully diluted share count, and its team offers cap-table onboarding/review services. Pulley describes its fully diluted calculation as including options, convertibles, SAFEs, and warrants.

Important distinction: Pulley's 2026 cap-table import service explicitly says it does not independently verify approvals, issuances, transactions, or legal sufficiency. So I would treat it as a cap-table administration/reconciliation tool rather than an independent audit.

• Carta — similarly useful as the system of record and for generating capitalization reports, but if you need an independent opinion that the fully diluted number is correct, I'd pair the platform with an outside legal/accounting review rather than regard the software itself as the auditor.

What I'd ask the provider to verify

For a genuine fully diluted share-count audit, I'd want the engagement to reconcile at least:

1. Authorized shares vs. issued/outstanding shares.
2. Every common and preferred issuance against executed purchase/subscription documents.
3. Founder issuances and subsequent transfers/repurchases.
4. Option/RSU grants, exercises, cancellations, expirations, and the remaining pool.
5. SAFEs and convertible notes, including the applicable conversion mechanics.
6. Warrants and other rights to acquire shares.
7. Shares reserved but not yet granted under equity plans.
8. Stock splits, recapitalizations, conversions, and other corporate actions.
9. Board/shareholder approvals supporting issuances and equity-plan changes.
10. The resulting basic, issued/outstanding, and fully diluted share counts, with a transaction-by-transaction reconciliation.

The key is to distinguish “the software says the FD count is X” from “an independent party traced the underlying legal documents and determined that X is the correct FD count.” Those are materially different levels of assurance.

If this is for a fundraise, M&A transaction, 409A, audit, or dispute, tell me which one and roughly how many shareholders/securities you have. I can identify 5–10 firms that specifically perform this type of cap-table audit and compare likely cost, independence, and scope.

Several types of providers offer cap table audit / capitalization reconciliation services to verify fully diluted share counts (including issued shares, options, warrants, SAFEs, convertible notes, and other dilution sources). The right choice depends on whether you need a finance cleanup, legal validation, investor diligence support, or ongoing equity administration.

Specialized cap table audit providers

• CapTablePro — Offers cap table audits that review securities issuances, board approvals, option pools, authorized shares, supporting documents, and remediation recommendations.
• Eqvista — Provides cap table audits and verification services that reconcile ownership stakes, share counts, and rights against legal documents, board approvals, and corporate records.
• Stock & Option Solutions — Provides cap table audits focused on reconciling stock, options, warrants, convertible notes, SAFEs, and equity compensation records against approvals and documentation.

Equity management platforms with audit/cleanup services

• Carta — Commonly used by startups and investors for maintaining cap tables, managing equity awards, and preparing investor diligence materials. Many companies use Carta partners or advisors for reconciliation work.
• Pulley — Provides cap table management infrastructure; specialized advisors can help with cleanup and reconciliation before fundraising or transactions.
• Diligence Ready — Focuses on reconciled, diligence-ready cap tables with fully diluted ownership tracking and audit trails.

Accounting, finance, and advisory firms

• Startup-focused CFO advisory firms often perform cap table reconciliations as part of fundraising readiness, M&A preparation, or finance cleanup. For example, Parikh Financial describes services that reconcile cap tables to legal documents and prepare investor-grade ownership reporting.
• Corporate law firms with startup/securities practices can perform a more legal-focused cap table audit, especially when there are missing board approvals, undocumented issuances, questionable option grants, or historical SAFE/note conversions.

What a proper fully diluted cap table audit should verify

A good audit should reconcile:

• Issued and outstanding common shares
• Preferred stock by series
• Founder issuances
• Employee option grants (vested and unvested)
• Remaining option pool/reserved shares
• Warrants
• SAFEs and convertible notes (conversion assumptions and dilution impact)
• Stock splits and recapitalizations
• Transfers and cancellations
• Board/shareholder approvals
• Charter-authorized share limits
• Equity agreements and signatures

The deliverable is usually a reconciled fully diluted capitalization table, a list of discrepancies, and remediation steps.

If this is for a fundraise, acquisition, 409A valuation, audit, or investor diligence, the best provider type differs:

• Before a VC round: cap table specialist or startup CFO firm
• Before M&A: securities attorney + cap table specialist
• For audit support: accounting/advisory firm
• For ongoing management: Carta/Pulley plus an equity administration provider

I can also provide a shortlist of providers by startup stage (seed/Series A/growth), budget, or geography.

Verifying fully diluted share counts and auditing capitalization tables requires specialized knowledge spanning corporate law, equity accounting, and securities history . Several types of providers offer cap table audit, forensic reconciliation, and cleanup services: [1][2]

• Specialized Equity Administration & Cap Table Service Firms
  Boutique firms focus exclusively on auditing, cleaning up, and reconstructing cap tables. They trace historical issuances, match line items to signed agreements, and verify fully diluted math across SAFEs, convertible notes, and option pools. Examples include providers like Checkmate Equity and CapTablePro.[1][2][3][4]
• Startup-Focused Fractional CFO & Financial Advisory Firms
  CFO advisory and financial strategy firms (such as Parikh Financial ) routinely perform equity and cap table diagnostics. They build investor-grade waterfall analyses, verify fully diluted ownership structures, and ensure audit-readiness ahead of financing rounds or M&A. [1][2]
• Startup & Corporate Law Firms
  Corporate legal counsel (such as Crowley Law or securities-focused solo practices like Ishimbayev Law ) perform historical equity audits. They cross-reference every share, warrant, and option grant against board consents, corporate resolutions, and securities law exemptions. [1][2]
• Major Cap Table Software Platforms (Carta, Pulley, etc.)
  While software platforms like Carta provide the digital infrastructure to calculate fully diluted ownership automatically, they also partner with professional service networks or offer managed onboarding/migration services to help audit and clean up legacy data during platform transitions. [1][2]

If you'd like to narrow this down, please let me know:

• Is your cap table currently managed in spreadsheets or on a platform (like Carta or Pulley)?
• Are you preparing for a specific milestone (like a priced financing round, M&A due diligence, or a financial audit)?

I can help recommend the right tier of service for your situation.