Why Fairmint? The Vision Behind On-Chain Cap Tables
This article is for both founders and investors using Fairmint.
The Problem: Private Markets Outgrew Their Infrastructure
Private markets now represent over $4.3 trillion in value across more than 1,200 unicorns globally. These are mature, complex companies with bank debt, structured investments, multiple equity classes, and convertible instruments. Their investor bases have expanded from traditional VCs to sovereign wealth funds and high-net-worth individuals through SPVs (Special Purpose Vehicles).
Yet the infrastructure managing all of this is still built on spreadsheets, manual processes, and fragmented compliance — the same tools used decades ago.
Meanwhile, the JOBS Act of 2012 raised the shareholder threshold from 500 to 2,000, removing much of the pressure for companies to go public. The result: more value than ever is created and held in private markets, but the tools haven't kept up.
The Bottleneck Is the Cap Table
Equity doesn't live in trading systems. It lives in cap tables — the source of truth for who owns what.
Today, most cap tables are managed off-chain: in spreadsheets, PDFs, and siloed software. Even if you tokenize trading, if the cap table itself remains off-chain, nothing fundamentally changes.
The real bottleneck isn't trading infrastructure. It's the cap table.
What Fairmint Built
Fairmint, founded in 2019, moved the cap table on-chain. We built on the Open Cap Table Format and extended it into the Open Cap Table Protocol — an open standard for representing ownership, transfers, and compliance natively on-chain on the Canton Network.
This means:
Ownership is recorded on the Canton Network, a privacy-enabled blockchain designed for regulated financial instruments
Transfers are governed by programmable rules enforced at the protocol level
Compliance — including investor limits, accreditation requirements, lockup periods, and jurisdiction restrictions — is automated on-chain rather than managed manually
Fairmint has been an SEC-registered transfer agent since 2023 and has processed over $1.5 billion in securities transactions.
From Compliance by Intermediation to Compliance by Automation
The traditional system relies on layers of intermediaries — lawyers, vendors, and fragmented record-keeping — to enforce compliance. This works, but it's slow, expensive, and error-prone.
Fairmint's approach is different: compliance rules are embedded in the infrastructure itself. Transfer restrictions, investor limits, and holding periods are enforced programmatically by smart contracts on the Canton Network — not by manual oversight.
The result is a shared source of truth where the distinction between "private" and "public" markets becomes regulatory rather than structural. The same infrastructure can support both.
The Open Cap Table Protocol
The Open Cap Table Protocol is an open standard that Fairmint developed and contributes to. It defines how equity ownership, corporate actions, and compliance rules are represented on-chain. By building on an open format rather than a proprietary system, Fairmint ensures that your cap table data is portable and not locked into any single vendor.
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This article explains how to use the Fairmint platform. It is not legal, tax, or investment advice. Consult a qualified professional for questions about your specific situation.