Pulley vs. Carta: Project Investors Are Not Company Shareholders

Company equity represents ownership of the EPC business itself, its contracts, its team, its backlog. Tax equity and project-level ownership represent an investor's stake in one specific solar or energy asset, structured to capture tax credits and depreciation benefits tied to that project alone, with return mechanics that look nothing like a typical equity grant.

An investor in a project has no claim on the EPC company's other projects, its overhead, or its future contracts. A shareholder in the company has no direct claim on any individual project's cash flows beyond what flows up through normal company operations. Treating these as interchangeable, even informally in conversation, sets up confusion that eventually reaches a client, a lender, or a new investor.

This distinction gets harder to hold onto as a firm grows, simply because more people are talking about more deals, and the language naturally starts to blur unless someone actively keeps the two vocabularies separate in every conversation, not just in the formal documents.

A firm that lets project-level language bleed into how it talks about company ownership risks a genuine investor believing they have rights they do not, or a company shareholder believing the business owns more project upside than it structurally does. Either misunderstanding surfaces at the worst time, usually during a financing round or a sale process, when precise language suddenly matters enormously.

The fix costs nothing: use different terms for the two things internally and externally, every time, even when it feels redundant. A project investor holds a project interest. A company shareholder holds company equity. Never let the two labels drift toward each other in casual conversation, an email, or a pitch deck.

Pulley can handle the corporate cap table for an EPC firm with a straightforward ownership structure of founders, key executives, and any option grants, and it offers 409A valuations for the options. It has no concept of project-level tax equity structures, which should never be entered into it in the first place.

For a firm still primarily self-funding projects or using conventional project financing rather than complex tax equity partnerships, Pulley is typically all the corporate cap table needs.

Carta becomes relevant once the company itself has raised outside capital from a growth investor or fund that expects institutional-grade reporting at the corporate level, independent of however many individual projects carry their own separate tax equity structures.

It is also useful if the company is preparing for a sale or a larger financing round, since a buyer or lender will expect a clean corporate cap table alongside, but clearly separate from, documentation of any project-level structures the company has entered into.

Ask whether the person or entity in question has a claim on one specific project's cash flows and tax benefits, or on the EPC company's overall value across everything it does. The first answer means project structure, entirely outside Pulley or Carta. The second means company equity, which belongs on the corporate cap table.

Run every new investor conversation through this test before drafting any documents, since starting with the wrong assumption about which bucket an arrangement belongs in is far more expensive to unwind after the fact than to get right at the outset.

Apply the same test retroactively to any arrangement your firm has already entered into. It is common to find one or two older deals where the original documents used ambiguous language, and clarifying that now, while everyone involved is still reachable, is far easier than clarifying it during a future financing round.

Sort every investor and stakeholder with these checks:

• Ask whether the person or entity has a claim on one project's cash flows and tax benefits, or on the EPC company's overall value.
• Keep any claim on a single project's cash flows and tax benefits in project structure documents, entirely outside Pulley or Carta.
• Put ownership of the EPC company itself, including founders, executives and option grants, on the corporate cap table.
• Avoid calling a tax equity investor a shareholder, since the two hold different rights under different documents.
• Keep project-level language out of how you describe company ownership to investors and team members.