Capital Raising Readiness

Get investor-ready before the term sheet, so due diligence supports your valuation instead of eroding it.

Investors price risk. Gaps in your company records, IP ownership, founder arrangements or customer contracts give them reasons to reduce the valuation, ask for extra protections or walk away. A readiness review identifies and fixes these issues before you go to market, so the raise runs faster and on better terms.

What a readiness review covers

  • Corporate records: CIPC filings, MOI, securities register, past share issues and board and shareholder resolutions.
  • Cap table: reconciling who owns what, including options, convertibles and informal equity promises.
  • Founder arrangements: founder shareholding, vesting, roles and restraints.
  • Intellectual property: confirming the company owns its code, brand and content, including work by contractors.
  • Key contracts: customer, supplier and partner agreements, including change-of-control terms.
  • Employment and incentives: employment contracts and the share option pool investors will expect.
  • Regulatory and data: licences, POPIA compliance and exchange control where offshore investors are involved.

Shareholder approvals

Issuing new shares often requires board and shareholder approvals under the Companies Act and your MOI, and may trigger existing shareholders’ pre-emptive rights. Planning these steps avoids delays at closing.

Avoid an offer to the public

Private companies may not offer their shares to the public. Fundraising must fall within the Companies Act exemptions for private offers, which affects how you approach and communicate with investors.

When we can help

We assist founders and companies that:

  • Are preparing for an angel, seed or Series A round.
  • Are approaching private equity or growth investors.
  • Have informal shareholding or option promises to formalise.
  • Used contractors or co-founders to build the product.
  • Have an investor asking for a data room.
  • Are considering debt or convertible funding.

How the process works

From review to raise.

  1. Review
    We review your corporate records, IP, contracts and compliance.
  2. Report
    You receive a prioritised list of red flags and the fixes for each.
  3. Remediate
    We prepare resolutions, IP assignments, corrected registers and updated agreements.
  4. Data room
    We organise your documents for investor due diligence.
  5. Raise
    We support you on the term sheet and transaction documents.

Starting three to six months before you approach investors gives you time to fix issues properly rather than negotiate around them.

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What to prepare

Helpful documents for your review.

  • Company registration documents and MOI.
  • Securities register and cap table.
  • Shareholders’ and founders’ agreements.
  • Employment and contractor agreements.
  • Key customer and supplier contracts.
  • Pitch deck and financial model.

Common Questions

Ideally several months before you approach investors. Some fixes, such as missing IP assignments or shareholder approvals, take time to obtain.
Clean ownership of shares and IP, properly authorised share issues, enforceable key contracts, sensible founder arrangements and no hidden liabilities or disputes.
Many investors expect one and often ask for it to be created before they invest, so that it dilutes existing shareholders rather than them. Its size is a commercial negotiation.
A secure, organised collection of company documents that investors review during due diligence. A well-organised data room speeds up the process and signals good governance.
Yes, but exchange control and, in some cases, an offshore holding structure should be considered early in the process.

PREPARING TO RAISE CAPITAL?

We help founders and companies become investor-ready, so the raise is faster and the terms are stronger.

Read more: Capital Raising · Term Sheets · Raising Investment

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This page is general information and not legal advice.

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