The dataroom toolkit

If you’ve got more than one company in your group structure, then you should include a diagram to show what it looks like.

Make sure to annotate the diagram with ownership percentages if they aren’t all 100% owned. Also include the home jurisdiction of each company if they’re not all in the same country. Don’t forget to use the companies’ full legal names along with their registration numbers.

Whatever you’re using to keep track of your shares, options and convertibles (if you have them!) goes in here.

If you don’t have a cap table, then it’s worth putting one together in advance. An investor will be able to figure out your current cap table by looking at your history. However, it inspires more confidence if you’re able to show them that you’re on top of it.

An investor will want to see the governing documents of your company to understand the relationship between the company and its shareholders. They'll also want to get a sense of what rights existing shareholders have.

These documents are usually made up of articles of association and, sometimes, a shareholders’ agreement. If the company is very new, it might have been incorporated with the default set of “model articles.” If that’s the case, there won’t be much to include here.

If the company has adopted bespoke articles or has separately documented arrangements in an agreement that governs the relationships between the shareholders and the company, you should include those documents here.

The main registers an investor will ask for are:

• The register of shareholders – a record of a company’s shareholding
• The register of directors – a record of a company’s current and previous directors
• PSC register – a register of individuals who have “significant control” over a company (this is usually anyone with over 25% of the shares)

Companies are legally required to maintain up-to-date registers, however, it’s common for startups to forget about them until an investor asks.

Top tip – have your registers ready in advance of a transaction. Depending on the number of shareholders you have, they can take time to draft.

Every time your company has issued shares, there will be paperwork that goes with it. As a minimum you should include the board decision (minutes or resolutions) and any shareholder or investor permission as well.

If you’re company has had multiple rounds of funding, you should break these into subfolders for each funding “event”. The pack of the signed paperwork for each investment will be its own subfolder. Any other share issuances might be another folder in between.

Top tip – use numbers in the folder names to keep them in chronological order.

You’ll also need to highlight anything other than the issuing of more shares. This could include the transfer of shares between founders, transferring shares back from a founder or early employee who left or the conversion of shares from one class to another.

Include details about your option scheme here. If it’s not in your cap table, then a spreadsheet showing how many options you’ve granted would be helpful. If you have a central “scheme rules” document, include that too.

If your options with individuals are all on the same terms, then a template is fine. If each employee has a different deal, then include the document for each optionholder.

If you have an EMI scheme, make sure you have the letters from HMRC setting out the approved market value of your EMI options.

You should also include any other document you have which means someone could get shares in the future. This could be an investor document like a convertible loan, SAFE, advance subscription agreement, etc. or it might be a commitment you’ve written into a deal with an advisor or a big customer.