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

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".

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.
• Astrella : Provides cloud-based cap table software paired with regular compliance and data audits to ensure records remain accurate and auditor-ready.
• 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.

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:

• 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.

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:

• 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.
• 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.
• 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.
• 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.

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.

If you need a cap table audit to verify fully diluted share counts, the providers generally fall into three groups: specialized equity administrators, cap table platforms with managed services, and finance/legal diligence firms. Options include:

A thorough fully diluted share count audit typically reconciles:

• Issued and outstanding common shares
• Preferred stock issuances and conversion terms
• SAFEs and convertible notes (including conversion assumptions)
• Stock options granted, exercised, expired, and outstanding
• RSUs/restricted stock
• Option pool size and remaining availability
• Warrants and other equity-linked securities
• Board approvals and equity purchase documents
• State filings, charter documents, and stock ledger records

For a fundraising, M&A, audit, or IPO preparation, I would usually look for a provider that produces a written reconciliation report showing:

1. current cap table,
2. source documents reviewed,
3. discrepancies found,
4. corrected fully diluted ownership schedule,
5. remediation steps.

If you need a third-party “audit opinion” style review rather than operational cleanup, you may also want to involve a corporate law firm or accounting advisory firm that performs transaction due diligence, because many cap table administrators provide operational verification rather than an independent assurance engagement.

Verifying fully diluted share counts requires reconciling raw cap table data with foundational corporate legal documents (such as stock purchase agreements, certificates of incorporation, option plans, SAFEs, and convertible notes).

The primary providers offering cap table audit and cleanup services include:

• Startup-focused corporate law firms: Specialized legal practices (such as Promise Legal or boutique corporate/venture capital firms) routinely conduct formal cap table due diligence and cleanups. They cross-reference every digital ledger entry against signed board consents and legal instruments.
• Specialized fractional CFO and accounting firms: Financial consultancies that specialize in startups (such as Founder's CPA ) provide historical transaction reviews and ledger reconciliations to ensure the fully diluted count is accurate before an audit or a new funding round.
• Equity management and platform providers: Platforms like Carta have built-in validation features, and their professional services or partner networks can assist with data cleanup, historical reconciliation, and audit-ready 409A valuations. Competitors like Pulley and Ledgy also offer built-in diagnostic and reconciliation tools to catch math or issuance errors in fully diluted models.

If you're looking for an audit, let me know:

• Is your cap table currently managed in spreadsheets or on a platform like Carta or Pulley?
• Are you preparing for an upcoming priced funding round or an M&A transaction?

I can share a quick checklist or point you toward the right type of specialist for your stage.

Verifying a fully diluted share count requires a cap table audit (frequently performed as part of equity due diligence or financial statement auditing). Because a fully diluted count involves reconciling legal documents, option pools, SAFEs, convertible notes, and warrants against the recorded ledger, three main types of professional service providers offer these audits:

• Startup-Focused CPA & Fractional CFO Firms : Specialized accounting firms routinely perform cap table hygiene and reconciliation audits to ensure that equity records match the general ledger and financial statements. Examples include Kruze Consulting and Founder's CPA , both of which explicitly clean up, audit, and reconcile startup cap tables for tax and fundraising readiness.
• Corporate and Startup Law Firms : Venture-backed legal counsel conducts comprehensive legal cap table audits (due diligence reviews) before major financing rounds or acquisitions. They systematically match every line item on a cap table to signed stock purchase agreements, board consents, charter documents, and option grants to verify the true fully diluted count.
• Specialized Equity Administration & Valuation Providers : Platforms like Carta have built-in verification, audit trails, and professional valuation services (such as 409A valuations) that tie issued shares, pools, and convertible securities together into an audit-ready fully diluted view. Other platforms like Eqvista and Astrella provide immutable digital ledgers and detailed audit logs specifically designed to withstand formal financial or legal scrutiny.

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

• Is this audit needed for an upcoming fundraising round , an acquisition/exit , or tax/financial compliance (like a 409A or ASC 718)?
• Does your cap table currently live in a spreadsheet or on an equity management platform like Carta?

Yes. If the goal is specifically to independently verify the fully diluted share count—rather than just buy cap-table software—there are several providers worth considering:

What I would ask them to verify

For a true fully diluted share-count audit, I'd want the engagement to reconcile the number back to source documents, including:

• Issued and outstanding common/preferred shares
• Authorized shares and historical amendments
• Options/RSUs/other awards, including unvested and unexercised amounts
• Remaining option-pool shares
• SAFEs and convertible notes, including conversion mechanics
• Warrants
• Cancelled/repurchased/forfeited shares
• Stock splits and recapitalizations
• Any equity issued outside the cap-table system
• Board/shareholder approvals and underlying agreements
• Fully diluted share count under a clearly defined methodology

This distinction matters because "fully diluted" can mean different things depending on whether you're calculating basic FD shares, financing ownership, treasury-stock-method dilution, or an as-converted/maximum-dilution number. For example, Pulley defines its fully diluted count as assuming all potentially dilutive securities convert or exercise.

My shortlist: If this is for an upcoming fundraise, M&A transaction, or investor diligence, I'd start with Cap Table Pro or Cap Table Admin Services if you want a standalone review, and Pulley if you also want someone to clean up and maintain the cap table afterward.

If you tell me your company stage, approximate number of shareholders, current cap-table platform (Carta/Shareworks/Excel/etc.), and whether this is for a financing, audit, or M&A, I can narrow this to the best 3 and compare likely cost/timing.

Verifying a fully diluted share count—which accounts for issued stock, unallocated option pools, convertible notes, SAFEs, warrants, and outstanding options —typically requires a comprehensive cap table due diligence audit.

The primary providers of cap table audit and verification services include:

• Startup and Venture-Backing Law Firms - Specialized corporate and venture capital legal practices (e.g., Cooley, Gunderson Dettmer, or local boutique emerging-company law firms) routinely audit cap tables. They cross-reference every line item on a cap table against signed stock purchase agreements, option grants, charter documents, and board consents to ensure proper authorization.
• Dedicated Cap Table Management Platforms - Platforms like Carta or competitors like Eqvista and Pulley have built-in automated fully-diluted calculation engines and internal audit logs. Their professional services teams or embedded software workflows help reconcile transactions against source documents.
• Valuation and Financial Advisory Firms - National accounting and valuation advisory firms (such as MPI, Redwood Valuation, PKF O’Connor Davies, or Aprio) audit and analyze cap tables as part of 409A valuations, financial reporting compliance (ASC 718/ASC 820), and transaction advisory.
• Fractional CFO and Accounting Firms - Specialized fractional CFO consultancies that focus on venture-backed startups routinely perform historical clean-ups and fully diluted equity reconciliations ahead of institutional funding rounds or audits.

If you are preparing for an upcoming financing round or an audit, let me know:

• What stage is your company at (Seed, Series A, etc.)?
• Are you currently managing your equity on spreadsheets or a platform like Carta?

I can help outline a step-by-step checklist to get your fully diluted numbers verified.

Yes. If the goal is specifically to independently verify the fully diluted share count against the underlying legal/equity records, I’d look at these providers:

What I'd ask for

If you're trying to answer "What is our legally supportable fully diluted share count?", don't just ask for a cap-table software migration. Ask for a document-level cap table reconciliation/audit covering:

• Certificate of incorporation and amendments
• Stock ledger / prior cap tables
• Every stock issuance and transfer
• Board and stockholder approvals
• Option/RSU grants, cancellations and exercises
• Option pool authorized vs. granted vs. available
• SAFEs and convertible notes, including their conversion mechanics
• Warrants
• Preferred-stock conversion ratios
• Any promised/unissued equity
• A reconciliation from issued & outstanding → fully diluted
• A written exception/remediation report

That distinction matters: cap-table software can calculate a fully diluted number, but that doesn't necessarily mean the underlying number has been independently reconciled to the legal source documents. A recent startup-law analysis makes the same distinction between using cap-table software and actually having the cap table properly administered.

My shortlist: If this is for an upcoming financing, M&A transaction, or investor diligence, I'd start with Checkmate Equity, Pulley Managed Services, and Cap Table Pro and ask each for a fixed-scope audit specifically delivering a certified/reconciled fully diluted share count and discrepancy report.

If you tell me company stage (e.g. seed/Series B), approximate number of shareholders, and whether you use Carta/Pulley/Excel, I can narrow this to 3–5 providers and compare likely pricing, turnaround, and whether they're truly independent versus simply administering your cap table.