The Cap Table Migration Checklist: What to Export, Verify, and Never Skip

A cap table migration is safe when you reconcile every line against a signed source document before it enters the new platform, not when you trust an export file to be correct. The actual risk isn't losing data — platforms rarely delete anything mid-export. The risk is moving a wrong number cleanly, because no destination tool can catch an error the source data already contains.

Founders usually only think about this checklist once they're forced to: a platform shuts down, a tool gets priced out of reach, or an investor's diligence request surfaces a cap table nobody fully trusts anymore. Pulley's shutdown — operations end December 8, 2026, with a November 30 deadline to opt into Carta's assisted transition — is forcing thousands of companies through this exact process right now. But the checklist below applies just as much to a founder moving off a spreadsheet for the first time as it does to a forced platform switch.

Why migrations go wrong before they even start

Every cap table tool will happily import whatever you give it. None of them will tell you that a vesting start date is six weeks off, that a SAFE's valuation cap was never updated after an amendment, or that a share class got renamed halfway through its life and now has two names pointing at the same pool. Those errors exist in the source data, not the export format, so they travel cleanly into the new platform and sit there looking correct.

This is the part every vendor migration guide underplays: the hard part of a migration isn't moving numbers, it's confirming the numbers were right in the first place. A platform switch is one of the few moments a founder actually opens every grant agreement and board resolution and checks it against what the software says. Treat that as the point of the exercise, not a chore that delays it.

The documents to pull — not just the export file

A cap table export is a summary. It tells you what the old platform believes, not what's legally true. Before you touch a new platform, gather the primary documents behind every line:

• Incorporation documents — certificate of incorporation, articles/memorandum of association, and any amendments to authorized share capital
• Every signed SAFE and convertible note — including amendments, since a cap or discount that changed after signing is easy to miss in an export
• Every grant agreement — stock options, RSUs, SARs, or phantom shares, with the vesting schedule, cliff, and exercise terms as actually signed
• Board and shareholder resolutions approving each issuance, grant, or share transfer
• Share transfer records — anything bought back, retired, or reissued from treasury
• The most recent valuation report, if one exists, even if it's not a formal 409A

If a line on the cap table has no document behind it — a grant someone remembers verbally approving, a friends-and-family investment that was never formally papered — that's not a migration problem, it's a problem the migration just surfaced. Fix it with a backdated resolution and a signature before it goes anywhere, not after.

The checklist, in order

1. Export everything from the old platform first, even if you're not sure you'll need it. Full cap table, stakeholder list, vesting detail report, grant agreement PDFs, and transaction history. Do this before any cancellation notice or access deadline, not the week it expires.
2. Pull every primary document from the list above, independent of what the export says.
3. Reconcile line by line. For each stakeholder: does the platform's share count, vesting schedule, and instrument type match the signed document? Flag every mismatch before moving on — don't wait to find them all at once.
4. Resolve every flagged mismatch at the source. If the document and the platform disagree, the document wins unless it's the document that's wrong (a resolution never properly executed, a typo in a grant agreement). Fix the paper trail, then record the correction in the new platform deliberately rather than quietly overwriting a number.
5. Check share class math independently. Add up every class's issued shares plus the option pool plus outstanding SAFE and note overhang. If it doesn't tie to your authorized share capital, something upstream is wrong and needs to be found before migration, not discovered by an investor during diligence.
6. Re-enter in the new platform as discrete, dated events — each issuance, grant, and resolution — rather than one bulk snapshot. A cap table rebuilt as a sequence of events is auditable later; one rebuilt as a static current-state table isn't, and you'll be reconciling it again at the next raise.
7. Keep the old platform's export archived somewhere outside the platform itself — your own Drive, not a link that dies when access lapses. You may need it as evidence of historical state long after the subscription ends.
8. Get the new cap table sanity-checked by whoever handles your legal work before you call the migration done. Not a full audit — just a check that the share counts and instrument terms match what they already have on file.

Common failure modes worth naming

Treasury shares counted twice. A share bought back and sitting in treasury sometimes gets exported as both "retired" and "outstanding" depending on how the old platform modeled the buyback. Check this specifically — it's a common source of a cap table that doesn't tie out.

Renamed share classes creating phantom duplicates. If "Series Seed" got renamed to "Series Seed-1" at some point, an export can carry both names forward as if they're separate classes.

SAFE terms frozen at signing, not at amendment. If a valuation cap or discount changed after the original SAFE was signed, the export often reflects the original terms unless someone manually updated the record at the time.

Vesting start date drift. A vesting schedule that started at offer acceptance versus start date versus board approval date can be off by weeks, and that gap compounds every time it's copied into a new system without being checked against the actual grant agreement.

None of these produce an error message. They produce a cap table that looks complete and is quietly wrong — worse than an obvious gap, since nobody looks for it until a term sheet or an acquisition forces a hard reconciliation.

Timing it around a deadline, not around convenience

If you're migrating because a platform is shutting down — Pulley's customers are working against exactly this clock right now — the instinct is to move fast and reconcile later. Do the opposite. The deadline determines when you lose access to the old platform's export tools, not when you're allowed to finish checking the data. Pull every document and export well before the cutoff, then spend the remaining time reconciling properly. A migration finished a week early with clean records beats one finished on deadline with unresolved flags.

If you're moving off a spreadsheet for the first time, there's no deadline forcing the pace — which tempts founders to skip reconciliation and just retype what the spreadsheet says. Resist that. A spreadsheet has had the most time of any format to quietly drift from the documents behind it, because nothing ever forced anyone to check. See cap table spreadsheet errors for how that drift happens.

Where Govy fits for this

Govy's cap table runs on an append-only, event-sourced ledger — every issuance, grant, and correction is recorded as a discrete, timestamped event, and a correction is recorded as a VOID against the original entry rather than a silent overwrite. That matters specifically for migrations: when you rebuild a cap table after reconciling it against source documents, you want each entry to carry its own history, not disappear into a static snapshot that someone has to reconcile all over again at the next round.

Govy also generates jurisdiction-aware grant agreements and ownership certificates as part of normal use, useful if the migration surfaces a grant that was never properly papered — you can fix the gap with a document the platform produces, not a bolted-on template. Govy doesn't yet have an automated bulk importer from other platforms' export formats; moving in means entering reconciled records directly, the same discipline this checklist is built around either way.

If you're moving specifically because of the Pulley shutdown, the fuller picture of that timeline and what the Carta default does and doesn't solve is in Pulley shutting down: what non-US founders should do before December 8.

See current plans at govy.tech.

FAQ

How long does a cap table migration actually take? For a clean cap table with fewer than 20 stakeholders and no exotic instruments, reconciliation and re-entry usually takes a few hours spread over a day or two. The time sink isn't the data entry — it's tracking down signed source documents for grants that were never properly filed, which can stretch a same-day move into a two-week project. Budget for the document hunt, not the typing.

What documents do I need before switching cap table software? At minimum: the certificate of incorporation and any share class amendments, every signed SAFE and convertible note, every executed grant agreement and vesting schedule, board and shareholder resolutions approving each issuance, and your most recent 409A or valuation report if you have one. A cap table export full of numbers with no signed documents behind them is a liability, not a migration source.

Can I migrate straight from a spreadsheet to cap table software? Yes, and it's usually a cleaner move than platform-to-platform migration because there's no vendor export format to fight. The risk is the opposite one: spreadsheets rarely enforce internal consistency, so founders often discover during migration that the cap table and the signed documents have quietly disagreed for a year or more. Reconcile against source documents before you touch the new tool, not after.

What's the biggest risk when switching cap table platforms? Migrating a wrong number cleanly. A stale vesting start date, a share class that's been renamed twice, or a SAFE conversion cap that was never updated after an amendment will move into the new platform without any error message, because the new tool has no way to know it's wrong. The fix isn't a better import tool — it's reconciling every line against a signed document before it goes anywhere.

Do employees need to re-sign anything when a company switches cap table platforms? No. Switching software doesn't touch the legal validity of a grant — a vested option or an issued share stays exactly as valid as it was on the old platform. The new platform needs an accurate record of what was granted, not a new signature, unless the migration itself corrects an error that changes the underlying terms.