Raising Investment

SAFEs, convertible loans, priced equity rounds and term sheets, explained for founders.

Raising capital is one of the most important steps in a company’s life. The instrument you choose, and the terms you agree, affect control, dilution and future funding rounds. Getting the legal foundations right protects both founders and investors.

Common funding instruments

  • SAFE: a simple agreement for future equity that converts into shares in a later priced round.
  • Convertible loan: a loan that converts into equity, usually at a discount or valuation cap.
  • Priced equity round: investors subscribe for shares at an agreed valuation.
  • Preference shares: giving investors rights such as liquidation preferences and anti-dilution protection.

The term sheet

The term sheet sets out the key commercial terms, including valuation, investor rights, board seats and protective provisions. Most of it is non-binding, but it shapes the final documents, so legal input at this stage is valuable.

Investor due diligence

Investors will review your company’s records, IP ownership, key contracts and compliance. Preparing in advance speeds up the process and builds confidence.

Who we help

We act for:

  • Founders raising pre-seed, seed and Series A rounds.
  • Angel investors and venture capital funds.
  • Companies raising from offshore investors.
  • Businesses converting SAFEs and convertible loans.
  • Founders preparing for investor due diligence.
  • Companies restructuring before a funding round.

The funding process

From term sheet to completion.

  1. Preparation
    We help you get your company records, IP and contracts in order before approaching investors.
  2. Term sheet
    We review or negotiate the term sheet, focusing on valuation, control and investor rights.
  3. Due diligence
    We manage the investor’s due diligence requests and resolve issues raised.
  4. Transaction documents
    We prepare or negotiate the subscription agreement, shareholders’ agreement and MOI amendments.
  5. Completion
    We attend to board and shareholder approvals, share issues and filings.

Investments by non-residents and offshore structures may raise exchange control and tax considerations. We advise on these early in the process.

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What to prepare

Documents investors usually ask for.

  • The company’s MOI and securities register.
  • Existing shareholders’ agreements and option arrangements.
  • Key customer, supplier and employment contracts.
  • Proof of IP ownership, including founder IP assignments.
  • Financial statements and a cap table.

Common Questions

SAFEs are simpler and are not debt, while convertible loans are debt instruments that may accrue interest and have a maturity date. The right choice depends on your investors and stage.
A valuation cap sets the maximum valuation at which a SAFE or convertible loan converts into shares, protecting early investors if the company’s value rises significantly.
It gives investors the right to receive a specified amount, often their investment back, before ordinary shareholders on a sale or liquidation.
Often, yes. New share classes, investor rights and approval requirements usually require amendments to the MOI.
A simple SAFE round can close within weeks. A priced round with due diligence often takes one to three months.

RAISING CAPITAL?

We help founders and investors structure and close funding rounds efficiently, with terms that support long-term growth.

Read more: SAFE agreements explained · Venture capital investor rights

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This page is general information and not legal advice.

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