Fundraising compliance

Approach and deliverables

We identify the entity, instrument, investors and issue route before preparing the closing checklist. A rights issue, private placement and secondary transfer have different corporate steps; foreign investment adds another assessment.

Deliverables can include an approvals matrix, document pack, allotment and filing tracker and updated capitalisation reconciliation. We coordinate valuation and legal drafting with the appointed specialists.

1. Reconcile the opening capital position and identify each proposed funding step.
2. Map agreed terms to the documents, decisions and specialist inputs required.
3. Track conditions, execution and the actual flow of funds.
4. Compile the closing record and subsequent filing actions.

Keep proposed, signed and completed stages separate. A signed term sheet or receipt of funds should not be used as evidence that every corporate step has occurred.

Information to prepare

• Term sheet and instrument terms
• Current capitalisation and constitutional documents
• Investor identity and residency details
• Prior funding records and proposed payment sequence

Identify outstanding instruments and commitments that may affect the proposed capital table. Provide the versions of terms actually agreed, alongside conditions still under negotiation. Separate company subscription proceeds from payments between investors and existing holders.

A practical example

An investment round that includes both new shares and founder sales needs separate records for money received by the company and by the selling shareholder.

For a mixed round, prepare separate schedules for the new issue and founder sale, then reconcile both to the closing ownership position. Payment references and signed documents should identify the corresponding transaction so the records explain more than the final percentage holdings.

Scope and responsibilities

This is compliance support, not a promise to raise funds. Securities offerings, regulated intermediaries and investor solicitation require separate assessment.

The engagement letter records the workstreams included, client decisions and external professional costs. New transaction steps or material changes are assessed before the scope is extended.

The completion pack identifies executed documents, reconciled funds and capital movements, submission references and actions still open. It assigns owners for subsequent reporting and record updates. Changes in instrument, investor or transaction sequence require reassessment of the agreed work.