Will I have to include all investors on my cap table?
Yes! If you run a successful raise, your cap table may have thousands of new investors on it. Is this a bad thing? This is up for debate.
Anyone fresh out of business school may tell you: the shorter your cap table, the better. But why is that? Cap tables are records of all the important ownership transactions that have happened since the beginning of a company. Lots of unique transactions can lead to tedious processes when it comes to keeping records, voting on important decisions, and paying out investors. It can also mean that your business might have too many cooks in the leadership kitchen.
That said, the bad rap for long cap tables is not necessarily so much about physical length as it is about layers of complexity. With crowdfunding you can keep all those lines fairly simple. While each investor is listed separately, they are all invested with exactly the same terms. While you can give your investors board seats and voting rights, you don't need to. Which means a c-corp cap table with one founder and several thousand crowd investors could actually be much simpler to handle than a c-corp cap table with a dozen lines of complicated, unique ownership. Keep in mind that LLCs with long cap tables may need to hire a firm to handle K1 forms during tax season.
Old biases got you thinking about using a special purpose vehicle? The SEC does not allow it. Just embrace your big cap table - you'll have more to love! That being said, make sure to consult a lawyer if you have any specific questions about managing your cap table.