Fundraising compliance checklist

Define the proposed round

Record the issuer, investors, instrument, amount, valuation basis and intended use of funds. Distinguish new capital for the company from a sale of existing shares by founders. Mixed rounds need separate records for each component.

Assess rights issues, private placement or another applicable route from the actual structure. The commercial term seed round does not determine the statutory process.

Prepare the company evidence

• Incorporation documents and current constitutional documents.
• Reconciled capitalisation table and statutory ownership records.
• Previous allotments, transfers and investor agreements.
• Financial statements, tax filings and material liabilities.
• Material contracts, intellectual-property ownership and employment records.
• Licences, pending notices and unresolved compliance matters.
• Existing consent rights or restrictions affecting the proposed round.

Check investors and the instrument

Confirm investor identity, residence and ownership information relevant to the transaction. For foreign investment, assess the sector route, instrument eligibility, pricing and approvals before scheduling remittance.

Review conversion, redemption, voting and return terms together. An instrument described informally as equity can contain provisions requiring a different regulatory or accounting assessment.

Control the offer and approvals

Prepare the board and member approvals and any constitutional changes required for the selected route. Where private-placement rules apply, the prescribed offer process is addressed to identified persons; do not substitute an unrestricted public invitation for that process.

Keep the approved terms, offer documents and subscription agreement consistent. Track changes during negotiations so the final documents do not exceed the authority actually granted.

Build the closing checklist

• Required approvals and third-party consents.
• Valuation and pricing evidence.
• Signed transaction documents and final disclosure schedules.
• Investor conditions and evidence of their satisfaction.
• Banking instructions and permitted receipt arrangements.
• Allotment steps and applicable securities-processing requirements.
• Filing deadlines, responsible owners and supporting attachments.

Reconcile money and ownership

Match each receipt to the investor, instrument and agreed consideration. Record separate receipt and allotment dates, partial payments and refunds. Assess restrictions on use of funds under the selected route.

For example, two investors may close in separate tranches. Preserve the evidence for each closing and reconcile the resulting ownership rather than using one date and one aggregate receipt for the entire round.

Complete post-closing work

Update the statutory registers, capitalisation table and accounting records. Complete applicable allotment, investment and other event filings, and retain acknowledgement and final status. Arrange certificates or depository credits as required.

Translate investor information rights, board appointments and reserved matters into the company’s operating calendar. A signed agreement can create continuing obligations that outlast the receipt of funds.

Keep a complete transaction record

Maintain a closing folder with executed documents, approvals, payment evidence, ownership updates and filings. List unresolved actions expressly and assign owners; do not describe the round as fully completed merely because the money arrived.

Kosha.Services can help coordinate the document and compliance checklist with the transaction advisers. Share proposed terms and historical records early so gaps can be resolved before they become closing dependencies.