Fundraising Readiness — Get Your Startup VC-Ready
Investors don't just evaluate your product and traction — they evaluate your legal foundation. A startup that enters due diligence with clean documentation, organized IP and proper governance closes faster, on better terms. We build that foundation before you need it.
What we prepare
- Corporate structure review and cleanup (entity, bylaws, cap table)
- Data room build-out and organization
- IP audit and PIIA completion with all employees and contractors
- Cap table modeling and ESOP pool sizing for the round
- Governance documentation: board resolutions, shareholder agreements
- Employment contracts and equity plan documentation
- Commercial contract review and standardization
- Delaware Flip if needed (for LATAM startups raising from US VCs)
- Due diligence gap analysis and remediation roadmap
- Investor materials legal review (deck, term sheet guidance)
What investors check in due diligence
Entity formation documents, share issuance history, existing investor rights, outstanding options and warrants. Investors want to understand the capitalization clearly before wiring money.
Who built the product and when? Are PIIA agreements signed? Was code developed before the company existed? IP gaps are the most common reason rounds are delayed or conditions are imposed.
Employment contracts, equity grants, vesting schedules, non-solicitation provisions. Institutional VCs review every team member's documentation during Series A diligence.
Why Kaplan for fundraising readiness
We know exactly what institutional VCs look for because we've been on both sides of the table. We build data rooms that answer investor questions before they're asked.
IP gaps are the most common deal blocker. We audit ownership from day zero — including pre-formation work and contractor contributions — and fix problems before they surface in due diligence.
We use NVCA-standard forms and structure documentation the way institutional investors recognize and expect. No proprietary formats that require investor counsel to redline from scratch.
Frequently asked questions
What is fundraising readiness?
Fundraising readiness means your startup's legal, corporate and documentation state is prepared for the scrutiny of investor due diligence. A ready startup has: clean corporate structure (entity, cap table, shareholder agreements), IP fully assigned to the company, proper employment contracts and equity documentation for the team, a governance framework that investors expect (board structure, decision rights, protective provisions), and a data room with organized materials that answers investor questions before they ask them. Readiness compresses due diligence timelines and gives investors confidence — both of which improve round terms and closing speed.
What goes into a startup due diligence data room?
A standard investor data room covers: (1) Corporate — Certificate of Incorporation, bylaws, cap table, shareholder register, board and shareholder resolutions; (2) Equity — option plan, option grant agreements, vesting schedules; (3) Founders — co-founder agreements, vesting, any side arrangements; (4) IP — PIIA agreements with all employees/contractors, trademark registrations, any third-party IP licenses; (5) Commercial — key customer contracts, material vendor agreements; (6) Employment — employment agreements, compensation, any equity arrangements; (7) Financial — capitalization history, prior investment documents; (8) Regulatory — any licenses, permits, regulatory filings. Institutional VCs and lead investors will request all of this. Organizing it before the term sheet accelerates the process significantly.
What are the most common legal red flags investors find?
The red flags that most frequently delay or kill rounds: (1) IP not assigned — code or technology built by founders before the company was formed, or by contractors without IP assignment agreements, creates ownership uncertainty that investors won't accept; (2) Founders without vesting — a co-founder with 40% equity and no vesting who leaves creates a cap table problem; (3) Informal equity arrangements — verbal promises, side letters or informal equity to advisors or contractors; (4) Messy cap table — multiple classes of instruments with ambiguous terms, or SAFEs that were improperly documented; (5) Missing employment agreements — employees working without proper contracts; (6) No PIIA — team members haven't assigned their IP to the company. These are all fixable, but the cost of fixing them under deal pressure is higher than addressing them proactively.
How long does it take to get a startup investor-ready?
For a startup with basic documentation in place, fundraising readiness typically takes 3-6 weeks. For startups with more complex situations — missing IP assignments, informal equity arrangements, cap table cleanup needed, or governance that needs to be restructured — it can take 6-10 weeks. The timeline depends on what needs to be built and how responsive the team is in providing information and signatures. We recommend starting the readiness process at least 8-10 weeks before you expect to begin investor conversations, so you're not cleaning up documentation under deal pressure.
Prepare your company for investment
Tell us your fundraising timeline and current legal state — we'll identify what needs to be done and how long it will take.
Get your quote now
Tell us your fundraising timeline and current legal setup — we'll design the readiness roadmap.