Compliance
The Cap Table Migration Checklist: The Records That Have to Survive the Move
A cap table migration moves your ledger. The board consents, 409A reports and filings that make each grant defensible are the part nobody is assigned.
By 409.AI Team - 2026-09-22
# The Cap Table Migration Checklist: The Records That Have to Survive the Move
Cap table platforms consolidate. Vendors get acquired, wind down, or simply stop being the right fit, and a whole cohort of companies ends up moving its equity records at the same time. That is happening again this quarter, and the migration offers on the table all describe the same thing: your ledger, moved.
The ledger is the easy part. Shares outstanding, holders, grant quantities, vesting schedules, a preference stack. Any platform can import that, and most migrations get it roughly right on the first pass.
What almost never has an owner is the second file, the one that makes each line on that ledger defensible. A grant is not a row in a database. It is a corporate action on a specific date, priced against a specific valuation report, documented by a specific signed agreement. When the IRS or an auditor asks why an option carries a $1.12 strike price, the ledger row that says "$1.12" proves nothing. The board consent, the valuation report in force that day, and the signed agreement do.
Treat a migration as a records project rather than a data transfer and the work gets much clearer.
The ledger is a claim; the documents are the evidence
The 409A regulations are explicit that a grant exists because of corporate action, not because of a record in a system. Under Treasury Regulation 1.409A-1(b)(5)(vi)(B)(1), the grant date is "the date when the granting corporation completes the corporate action necessary to create the legally binding right constituting the option," and that action "is not considered complete until the date on which the maximum number of shares that can be purchased under the option and the minimum exercise price are fixed or determinable, and the class of underlying stock and the identity of the service provider is designated" ([eCFR](https://www.ecfr.gov/current/title-26/chapter-I/subchapter-A/part-1/section-1.409A-1)).
Four things, fixed by a board action, on a date. If the document recording that action lives only as an attachment inside a platform you are about to switch off, the evidence for every grant you ever made goes with it.
The same logic runs through the rest of the equity file. The safe harbor, the ISO limits, the securities exemption and the information returns all turn on dated documents that agree with each other. We have written before about [what the IRS actually asks for when it examines a 409A](https://409.ai/articles/irs-audit-409a-valuation-document-request), and the short version is that examiners want a consistent paper file, not a number.
What to export as documents
Work through this list before the old system goes read-only, not after.
Board consents and written actions for every grant
Export the signed consent or minutes for each grant, not a summary field. Each one should show the recipient, the number of shares, the exercise price or the formula that determines it, the class of stock, and the date the board acted. Watch for grants made "as of" a date earlier than the consent, and for consents that approved a pool of grants by reference to an attached schedule. If the schedule was an attachment, export the attachment.
Every 409A report, with its valuation date and the window it covered
The safe harbor presumption in Treasury Regulation 1.409A-1(b)(5)(iv)(B)(2)(i) applies to an independent appraisal made "as of a date that is no more than 12 months before the relevant transaction to which the valuation is applied (for example, the date of grant of a stock option)." The regulation also says a previously calculated value stops being reasonable if later information materially affects it.
So the report alone is not enough. You need the valuation date on each report and the list of grants priced against it, which is what lets you show a grant fell inside the window. A report valued as of March 1, 2025 supports a grant made in February 2026 and does not support one made in April 2026. If you are unsure which of your reports was live on a given date, that question gets much harder once the platform holding both is gone. Our guides on [what actually earns the safe harbor](https://409.ai/articles/409a-safe-harbor-price-vs-qualified-appraiser) and [when a valuation needs refreshing](https://409.ai/articles/409a-valuation-frequency-how-often-should-you-get-one) cover the mechanics.
Exercise price and grant-date fair market value, per grant
Keep these as figures attached to each grant, sourced from the report, not recalculated later. Form 3921 asks for the grant date, the exercise date, the exercise price per share, the fair market value per share on the exercise date, and the number of shares transferred, for every ISO exercise ([IRS instructions](https://www.irs.gov/instructions/i3921)). Reconstructing exercise-date FMV years later, from reports you no longer hold, is the kind of work that turns a routine filing into a project.
The plan document, the share reserve, and every approval
Section 422(b) requires that ISOs be granted under a plan that states the aggregate number of shares and the employees eligible to receive options, and that the plan be approved by stockholders ([26 U.S.C. 422](https://www.law.cornell.edu/uscode/text/26/422)). Export the plan, every amendment, and every stockholder approval of a pool increase. A reserve that grew four times over six years has four approvals behind it, and all four are part of the record.
Signed option agreements
The agreement is where the exercise window, the early-exercise right, the repurchase terms and the acceleration language actually live. Platforms store these as generated PDFs with countersignatures, and a bulk export is usually available for exactly as long as your account is. These terms have real tax consequences, as anyone who has [extended a post-termination exercise window](https://409.ai/articles/extending-post-termination-exercise-window-iso-nso-409a) knows.
83(b) elections, with proof of filing
An 83(b) election has to be filed within 30 days of the transfer of the property, and the IRS provides Form 15620 for it, though the form's use is voluntary and a written statement still works ([Form 15620](https://www.irs.gov/pub/irs-pdf/f15620.pdf)). The IRS does not send back a receipt. Whatever proof of timely filing exists, a certified mail receipt, a stamped copy, a dated cover letter, is the only evidence there will ever be, and it is often sitting in a document folder inside the platform. Our [explainer on the 83(b) election](https://409.ai/articles/the-83b-election-explained-for-founders) covers why the deadline is unforgiving.
Exercise records and the ISO $100,000 schedules
Section 422(d) limits ISO treatment to $100,000 of stock becoming exercisable for the first time in any calendar year, measured using the fair market value at the time the option was granted. Exceed it and the excess is treated as a nonqualified option. Those schedules depend on grant-date values from old reports, which is why they belong in the export rather than in a recalculation. We walk through the arithmetic in [the $100,000 ISO limit](https://409.ai/articles/iso-100k-limit-409a-grant-date-fair-market-value).
Rule 701 disclosure packages
Once the aggregate sales price of securities sold under Rule 701 in any consecutive 12-month period exceeds $10 million, the issuer must deliver risk factor information and financial statements to investors a reasonable period of time before the date of sale ([17 CFR 230.701(e)](https://www.law.cornell.edu/cfr/text/17/230.701)). If you have crossed that line, the package you delivered and the evidence of delivery are securities-law records. Keep them with the grants they supported. The [Rule 701 walkthrough](https://409.ai/articles/rule-701-startup-equity-compensation-disclosure) explains the threshold in more detail.
Prior Forms 3921 and 3922
Pull down the filed copies and the transmittal confirmations. For the 2025 tax year, these returns are due to the IRS by March 2, 2026 on paper or March 31, 2026 if filed electronically, and e-filing is mandatory once you file 10 or more information returns of any type in the year ([IRS general instructions](https://www.irs.gov/instructions/i1099gi)). Amending a prior year without the original is avoidable pain.
Reconcile before the lights go out
Here is the step that gets skipped. Take the exported ledger and tie it, grant by grant, to the consents.
Say the ledger shows 45,000 options to an engineer at $1.12, granted June 14. The consent approves 40,000 shares at $1.12 on June 14, and a second consent adds 5,000 in September at $1.34. Somewhere along the way the two were merged into one row. That is a five-figure discrepancy in strike price, a wrong entry on the next Form 3921, and a grant that is priced against a report that may not have been in force in September.
Discrepancies like this survive migrations comfortably, because the import validates the new system against the old data rather than against the underlying documents. The old platform is the only place the mismatch is still discoverable at reasonable cost. Once it is gone, the reconciliation becomes an archaeology project, and it usually surfaces during a financing diligence review or a first audit, at the worst possible moment. If you find a pricing error, the [correction paths](https://409.ai/articles/dealing-with-incorrect-409a-valuations) are narrower than founders expect.
Keep a copy that does not depend on a vendor
The lesson of any platform wind-down is not that you picked the wrong vendor. It is that the compliance record for equity should never have had a single custodian.
Put the exported documents in storage you control, organized by grant date and by valuation report, with the reports themselves as PDFs rather than as rendered pages inside an application. A folder per fiscal year with the consents, the report in force, the signed agreements and the filed information returns is unglamorous and it survives every future migration, acquisition and vendor change without any work at all.
When you order your next [409A valuation](https://409.ai/products/409a), file the report and its valuation date into that structure the day it arrives, then note which grants it priced. Doing that consistently means the next migration is a data transfer, which is what it should have been all along.