Cap Table and Spanish Shareholder Register

A cap table or capitalisation table is the chart showing who owns a company and in what proportion: shareholders, number of shares, percentages and, often, instruments that may convert into equity. The law does not regulate it: it is a management tool. What has legal effect in Spain is the shareholder register of the private limited company (libro registro de socios, art. 104 of the Companies Act, Ley de Sociedades de Capital) and the register of registered shares of the public limited company (libro-registro de acciones nominativas, art. 116).

What a cap table usually includes.

• Each shareholder, with their number of shares and percentage.
• Share classes with different rights.
• Incentive plans, options and convertible loans.
• A fully diluted version simulating the split if all of those convert into equity.

The shareholder register (private limited company, SL).

• It records the original ownership and every subsequent transfer, voluntary or forced, of the shares (participaciones), and any rights in rem and encumbrances over them (art. 104(1)).
• The company only treats as a shareholder whoever is entered in it (art. 104(2)), and each entry states the holder's identity and address (art. 104(3)).
• It can only be corrected if those concerned do not object within one month of notice (art. 104(4)).
• The board keeps it; any shareholder may inspect it and request a certificate of their holding (art. 105).
• Transfers of shares must be made in a public deed (art. 106(1)), and SL shares cannot be represented by certificates or book entries and are never securities (art. 92(2)).

The register of registered shares (public limited company, SA). It records successive transfers, with the holders' names, nationality and addresses, and any rights in rem and encumbrances (art. 116(1)). The company only treats as a shareholder whoever is entered in it (art. 116(2)), and any shareholder may inspect it (art. 116(3)). SA shares may be represented by certificates or book entries and are securities (art. 92(1)); as book entries they are governed by securities market rules (art. 118).

An on-chain cap table. Spain's Law 6/2023 on Securities Markets allows transferable securities, including shares (art. 2(1)(a)), to be represented on distributed ledger systems (art. 6(1)). Those systems must guarantee the integrity and immutability of the issue and identify the holders (art. 6(5)); an issue document (art. 7) and an entity responsible for registration and recording, the ERIR, are required (art. 8(4)). In an SL the token does not replace the register: SL shares are not securities (art. 92(2)), their transfer requires a public deed (art. 106(1)) and the company only treats as a shareholder whoever appears in the register (art. 104(2)). More context in the entry on Law 6/2023 (LMVSI).

How company shares are tokenized is covered in tokenizing company shares; the service for public limited companies is turn your shares into tokens.

Official sources: Royal Legislative Decree 1/2010, Companies Act (BOE); Law 6/2023 on Securities Markets and Investment Services (BOE). Framework verified as of 2 October 2026.