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How should a small VC fund track each position round by round, with a signed source document behind every number?

Sharan Jhangiani·
VC platformfund operationsportfolio accountingaudit

Keep a ledger of events, not a spreadsheet of current values. Each investment, conversion, partial sale, write-down and exit gets its own dated row with a share count, a price, cash in or out, and a link to the signed document behind it. Positions, cost basis and multiples are then calculated from those rows.

Most fund ops people I talk to have the same spreadsheet. One row per company, a column for ownership, a column for the latest mark, and a cell comment that says "check this" from two years ago. It works until someone asks how you got a number. We've spent the last few weeks building a holdings ledger at Cura, and the main thing I learned is that the hard part isn't the math. It's deciding what counts as a fact, and then keeping a pointer to where that fact came from.

Why a row per company breaks

A spreadsheet with one row per company only stores where you are now. It can't tell you how you got there. Three things go wrong with it.

  • Overwrites. When a SAFE converts, someone types the new share count over the old one. The SAFE is gone, and so is the cost that moved with it.
  • Missing dates. A multiple without the dates of each cash flow can't give you an IRR. Funds that report IRR to LPs need the date of every check and every distribution.
  • No trail. The number in the cell came from somewhere: a closing statement, an email, a founder's deck. Six months later nobody remembers which.

This matters more now. Partial sales on the secondary market are common again, so more positions have cash going in and coming out. ILPA's new Performance Template asks funds to capture cash flows from Q1 2026, with first delivery after Q1 2027. Registered advisers already have to keep the records that support any performance figure they send out, and examiners ask for them.

Step 1: Make every change an event

An event is anything that changes a position: an initial check, a follow-on, a SAFE or note, a conversion, a partial sale, a write-down, a write-off or an exit. Each event gets a date, a type, the company, the fund and the instrument.

Never edit an old event to show a new state. If the company did a stock split, that's a new event. If you sold a third of your shares, that's a new event. The current position is what you get when you add up the events up to a given date.

That last part is what makes year-end and audit questions easy. "What did we hold on December 31?" becomes a query, not an archaeology project.

Step 2: Record what each event states, and nothing more

For each event, record only the values the documents actually state:

EventValues to recordSource document
Priced investmentCash paid, shares bought, price per shareSigned purchase agreement, wire record
SAFE or noteCash paid, cap, discount, interest (for notes)Signed SAFE or note
ConversionShares received, cost moved from the SAFESigned conversion documents, cap table
Partial saleShares sold, cash received, priceSigned transfer agreement, wire record
Write-down or markNew fair value, valuation dateValuation memo, board-approved financials
Exit or write-offProceeds or zero, closing dateSigned merger or dissolution documents

Don't record things you'd calculate. Ownership percentage, cost basis and MOIC come from the ledger. If you type them in, they drift.

Step 3: Attach the signed document to each value

Every value gets a link to the document that states it. "We paid 250 on March 3" links to the wire confirmation. "We hold 1,204,000 shares" links to the signed agreement or the cap table extract.

Use the executed version. A term sheet is a plan, and a draft is a guess. If the only thing you have is a founder's email, link it, but know that it's weaker evidence.

Here's the rule we landed on, and I'd suggest it for any ledger: if someone changes a value without attaching a new source, the value is stored without a source. The old document doesn't vouch for the new number. That one rule keeps you honest more than any other.

Step 4: Treat conversions as moves, not new money

Conversions cause most ledger errors. A SAFE or note turns into preferred shares at the next priced round. The cash went in months or years earlier.

Record the conversion as its own event on the closing date of the priced round. Close the SAFE, open the equity position and move the SAFE's cost across. The total cost doesn't change, because no new money went in. Keep the original cash date attached to that cost, so the IRR still starts on the day you wired the money, not the day the SAFE converted.

One company can end up with several positions in your books: a SAFE that converted, a follow-on in the next round, maybe a warrant. Keep them as separate positions under the same company. The AICPA's valuation guide for venture funds discusses this case, where a fund holds more than one kind of instrument in one company, because it changes how you value the stake.

Get the share count from the signed conversion documents or the company's updated cap table. Don't calculate it yourself from the cap and the round price and leave it at that. The math depends on the exact capitalization the SAFE defines, and the company's lawyers already did it.

Step 5: Check the ledger against outside records

A ledger only you maintain can drift from the truth. Once a quarter, compare it with the records others keep:

  • Your fund administrator's schedule of investments.
  • Any cap table platform the company or the fund uses.
  • Bank statements for every cash flow in the quarter.

Treat each difference as a question, not an error. Sometimes the administrator is behind, and sometimes you are. Write down how you resolved it. That note is what an auditor will ask for in February.

Step 6: Keep a history of every edit

People make mistakes. A share count gets typed wrong, and someone fixes it a week later. That's fine, as long as you keep both versions, who changed it and when.

Use a tool that keeps an edit history, or at least lock a copy of the ledger each time you send an LP report or a set of numbers to the auditor. If a number changes after that, you should be able to show what it was and why it moved.

How do you record a SAFE or convertible note when it converts?

Record the conversion as its own event, dated on the priced round's closing. Close out the SAFE and open a new equity position with the share count from the signed conversion documents. Move the SAFE's cost into the new position. Don't add new cost, because no new cash went in.

If a note carries accrued interest that converts too, record it on the conversion event. It adds shares but not cash, so it changes your cost per share but not your total cost.

Which documents count as the source for a position?

Use the executed documents: the signed purchase agreement or SAFE, the closing statement or wire confirmation for cash, the stock certificate or cap table extract for shares, and the signed sale or exit documents for proceeds. Drafts, term sheets and investor updates are context. They aren't the source of record.

Most of these already exist somewhere. They're in a partner's inbox, a data room you lost access to, or the law firm's closing binder. Finding them once and linking them to the event is the work. After that, nobody has to look again.

Can you rebuild the ledger from old spreadsheets?

Yes, but rebuild it from the documents, not the spreadsheet. Use the spreadsheet as a checklist of what should exist, then find the signed document for each event. Where you can't find one, record the event anyway and mark it uncited, so the gap is visible instead of hidden.

AI helps with the first pass here. It can read a closing binder, pull out each event and draft a ledger row with a link to the page. It also gets things wrong, especially share counts in documents with several share classes. So treat its rows as drafts, and have a person confirm each one before it counts. A ledger full of confident, unchecked numbers is worse than a short list of gaps.

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