Syndication Cap Table: Ownership Percentages and Template
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A syndication cap table (capitalization table) is the list of everyone who owns part of the deal company: their legal name, the money they put in, the class and number of units they hold, and their percentage of that class. It is the document behind every distribution and every K-1. If an investor's percentage is wrong, they are paid the wrong amount and the tax form is wrong too. A good cap table is a spreadsheet you can build in an hour and check against the bank. DoorRaise keeps each deal's investor records from the signed subscription documents, and this post shows the method for any sponsor.
This post is part of our guide to real estate syndication. It supports how to pay syndication distributions and investor classes. Information is as of October 2026.
What columns should a cap table have?
| Column | Why it matters |
|---|---|
| Legal name and entity type | Must match the subscription agreement and the tax form |
| Class | Class A, Class B or sponsor units; classes can have different terms |
| Date of subscription | Used for pref accrual and the Form D timing |
| Amount committed | What the investor agreed to invest |
| Amount funded | What actually arrived in escrow or the company account |
| Date funded | Starts the preferred return in most agreements |
| Units | Number of units issued, if the deal uses units |
| Percentage of class | Capital in the class divided into the investor's capital |
| Accredited status and date checked | Proof of verification |
| Contact and mailing address | For notices and K-1 delivery |
| Notes | Transfers, corrections, side letters |
Keep tax IDs out of this sheet. Your accountant needs them for K-1s, but a shared spreadsheet is the wrong place. See wire fraud and security for investors.
How do you calculate each investor's percentage?
Percentage of class = investor's capital / total capital in the class
If the deal issues units at a fixed price, such as $1 or $1,000 per unit, the percentage is the same as units held divided by total units in the class. Check that the two methods agree. They only differ if someone entered a number wrong.
A worked example (made-up numbers)
A deal raises $425,000 in one class. Three investors and the sponsor's own co-investment contribute:
| Member | Capital | Percentage of class |
|---|---|---|
| Investor A | $100,000 | 23.53% |
| Investor B | $50,000 | 11.76% |
| Investor C | $250,000 | 58.82% |
| Sponsor co-investment | $25,000 | 5.88% |
| Total | $425,000 | 100.00% |
If the deal distributes $17,000 to the class, each member gets their percentage: Investor A $4,000, Investor B $2,000, Investor C $10,000 and the sponsor $1,000. If the agreement has a preferred return and a promote, the waterfall decides how much of each distribution goes to the class and how much goes to the sponsor first. The cap table only splits the class amount. See syndication waterfall and promote. These numbers are made up to show the method.
What changes the table?
- A new closing. Add rows. If a later investor joins at the same price per unit, percentages shift. Say in your documents how later closings work. See minimum raise and partial closing.
- A transfer. An investor sells or gives their interest. The agreement controls whether and how. See selling a syndication interest.
- An investor's death. The estate steps in. See what happens when an investor dies.
- A correction. Fix the row, note the date and why, and tell the affected investor.
- A capital call. New contributions can change percentages, depending on the agreement. See what is a capital call.
- Oversubscription. If you cut back an investor, update the committed amount and tell them. See oversubscribed deals.
Common mistakes
- Using committed instead of funded amounts for distributions. Pay on what was funded unless your agreement says otherwise.
- Mixed classes in one percentage column. Compute percentages within each class.
- No version history. Save a dated copy at every change.
- Names that do not match the paperwork. A trust or LLC investor must appear as the entity. See investing through an LLC or trust.
- Rounding that does not add to 100%. Keep more decimals than you show, and reconcile the last dollar.
- Not checking against the bank. The total funded in the sheet must equal the money received.
How DoorRaise fits in
DoorRaise is a technology platform, not a law firm, broker-dealer, investment adviser or funding portal, and it does not hold investor money. For each deal, the platform records each investor's signed subscription, accredited investor check and wire into escrow at Enterprise Bank & Trust, so the investor list for the deal comes from signed documents and bank activity. Fees are $1,500 to set up (non-refundable), then $5,000 a year from closing (only if the deal closes). See how it works.
Raise your apartment deal from the people who already follow you.
DoorRaise is built for apartment buildings with 5 or more units: one link for the deal, escrow until closing and a standard fee card.
To set up your deal, create your sponsor page.
FAQ
What is a cap table in real estate syndication?
It is the record of every member of the deal company, their capital, class, units and percentage of the class.
How do I calculate an investor's ownership percentage?
Divide the investor's capital by the total capital in their class. If you issue units at a fixed price, divide their units by total units in the class.
Is the sponsor's promote on the cap table?
The promote comes from the waterfall in the operating agreement and is separate from the capital percentage. Show the sponsor's co-investment as a normal row and describe the promote in the agreement.
How often should I update the cap table?
After every closing, transfer, correction or capital call, and before each distribution.
Is an Excel cap table enough?
For a small deal, yes, with care. Keep version history, avoid sensitive IDs in the file and reconcile to the bank. Larger deals usually use software that keeps the ledger from signed documents.
Sources
- IRS: Instructions for Schedule K-1 (Form 1065)
- IRS: Instructions for Form 1065
- SEC: Filing a Form D notice
This post is general information as of October 2026, not legal, tax or investment advice. Talk to your own attorney and CPA about your records. The examples are simplified illustrations with made-up numbers, not a projection or an offer. DoorRaise is not a law firm, broker-dealer, investment adviser or funding portal.