Fundraising: financial and legal preparation 2026

To structure the model and data of your file, see our fundraising support. The financing decision is up to the investors.

Why preparation makes the difference between closing in 4 months and 18 months

Well-prepared fundraising increases your chances of success. The data shows that:

A lift is being played out on traction and the market; financial preparation does not replace them. What it changes is more circumscribed, and that is already a lot: due diligence which does not reveal any surprises, a forecast whose hypotheses are based on interrogation, and deadlines which do not slip due to lack of documents. Cases that fail due diligence rarely fail on substance — they fail on what was not prepared.

Good preparation also signals your maturity. Investors like founders who understand their finances, manage cash flow, and plan intelligently.

How long does fundraising really take?

On the fundraising that we have supported, the actual time between the start of the preparation and the transfer of funds is between 6 and 9 months. Stories of lifting completed in eight weeks exist; they concern relay rounds carried out with investors already in the capital, not a first institutional fundraising.

Time is divided into two very different blocks. The preparation – updated accounts, data room, financial model, cap table – takes 2 to 3 months, and this is the only block that you completely control. The investors phase, from the first contact to signature, takes 4 to 6 months: it depends on the calendar of the funds, their committees and due diligence. Incomplete preparation does not shorten this second block, it lengthens it: each missing piece becomes a question, each question a week.

Fundraising timeline: from seed to closing in 7 steps

A lifting takes place over 6 to 9 months. Here is the recommended schedule:

T-6 months: Discovery and diagnosis

• Internal financial audit: 2-3 year history, identify holes
• Legal audit: statutes, cap table, employee/supplier contracts
• Tax audit: structures, exposures, tax credits
• Construction of the data room (centralized and versioned)

T-4 months: Cleaning

• Correct cap table (convenience actions, undocumented BSPCE)
• Update statutes and shareholder register
• Sign the missing documents (employment contracts, NDA)
• Close accounts N-2, N-1 completely

T-3 months: Financial preparation

• Financial projections 3-5 years (revenue, EBITDA, burn rate)
• DCF (discounted cash flow) valuation model
• Use of funds budget (use of proceeds)
• Financial pitch deck (10-15 slides with metrics)

T-2 months: Outreach & pitch

• List 30-50 target investors (VCs, BAs, corporate, family offices)
• Pitch meetings (20-30 min format, deck + demo)
• Term sheet negotiation (first interested parties)

T-1 month: Due diligence

• Answer detailed financial questions (cohort analysis, unit economics, CAC/LTV)
• Data room access to the investor's lawyers/auditors
• Customer, partner, customer reference calls

T-0: Closing

• Signing legal and financial documents
• Transfer of funds
• Cap table + governance registration

Financial preparation: the documents and models expected by investors

Financial preparation is the foundation. It covers 4 pillars:

Pillar 1: Strong financial history

Investors want to see clean accounting over a minimum of 2-3 years. This means:

• Certified annual accounts (non-certified = red flag)
• Detailed income statement (by product, by acquisition channel)
• Balance sheet consolidating all assets/liabilities
• Cash flow statement (SG&A vs growth expenses)

Pillar 2: Metrics and KPIs

Investors want SaaS-like metrics even for non-SaaS:

• SaaS: MRR, ARR, churn, LTV, CAC, payback period
• E-commerce: AOV, CAC, LTV, repeat rate, gross margin
• Marketplace: GMV, take rate, seller NPS, liquidity

These metrics must be growing stable (predictable trajectory).

Pillar 3: Credible projections

The 3-5 year projections must be:

• Detailed: By line (revenue, COGS, SG&A, opex, capex)
• Conservatives: Do not project 200% growth without traction
• Sensitive: Base/bull/bear scenarios with clear assumptions
• Justified: Industry benchmarks, market studies, customer feedback

Example: “Assumption CAC $500, LTV $5k, payback 2 months = growth 120%/year” (consistent). vs “500% growth projection” (not credible).

Pillar 4: Budget use of procedures

Investors require a detailed budget for the use of funds. Example for raising €2M:

Financial due diligence: what VCs check first

Due diligence is the process by which the investor audits your company. Financially, this includes:

Phase 1: Desk review (2 weeks)

The investor reviews documents without meetings. It checks:

• Annual accounts, balance sheets, P&L
• Key contracts (customers, suppliers, partnerships)
• Cap table and shareholder structure
• Patents, intellectual property, licenses

Phase 2: Management meetings (3-4 weeks)

The investor meets with the team and asks for clarification. Typical questions:

• “Why churn increased Q2?” (cohort analysis)
• “Which customers are >10% revenue?” (concentration risk)
• "Burn rate? Runway?" (cash flow projections)
• “Unit economics by segment?” (granular profitability)

Phase 3: External audit (4-6 weeks)

The investor has the following audited by an independent firm:

• Financial audit: Account verification (validity of figures, provisions, IFRS compliance)
• Legal audit: Structure, litigation, compliance (AVA, data, employers)
• Tax audit: Tax exposure, tax credits, restructuring

The 4 signals that make an investor doubt due diligence

Due diligence that derails our missions almost never derails the merits of the business. They derail on four points, always the same, and all avoidable upstream.

• Poorly prepared documents. Incomplete files, contradictory versions, a turnover that differs between the balance sheet, the pitch and the forecast. The investor does not read it as an error, he reads it as approximate management — and he extends the due diligence to recount everything.
• Real cash not reported. A shorter runway than that presented, supplier or tax debts which only appear in the statements. This is the most destructive signal: it affects trust, and it immediately shifts the negotiation towards conditions, not valuation.
• Unrefined intellectual property. Code written by a freelancer without transfer of rights, unregistered trademark, ownership clauses absent from employment contracts. No fund invests in a company that does not own what it sells; regularization takes weeks and is done under pressure.
• Poorly presented customers. A list of logos without the risk of churn that goes with it: expiring contracts, dependence on one or two accounts, declining real usage. The investor will find out in the reference calls; better for him to learn it from you, along with the plan to respond.

All four are preparation, not luck. This is precisely what our due diligence checklist, document by document.

Preparation checklist for lifting: 30 checkpoints before the first appointment

Accounting & Finance

• ☐ Annual accounts N-1 and N-2 certified by chartered accountant
• ☐ Accounts N-3 months up to date (no lag > 1 month)
• ☐ Cash flow statement 24 months with 36 month forecast
• ☐ Revenue detail by product/segment/channel over 24 months
• ☐ Dashboard KPIs updated (MRR, churn, CAC, LTV, burn rate)
• ☐ Detailed budget use of proceeds (12-36 months)
• ☐ DCF valuation with justified assumptions

Structure & Cap table

• ☐ Cap clean Excel table (shareholders, number of shares, %) up to date
• ☐ No actions of convenience (granted without trace)
• ☐ BSPCE documented and signed (stock options plan)
• ☐ Updated statuses + RCS registration
• ☐ Minutes of meetings/council 2 years
• ☐ No undeclared conflicts of interest

Contracts & Legal

• ☐ Employee contracts (CDI, non-competition, IP clauses)
• ☐ Major customer contracts (top 10 customers >= 80% revenue?)
• ☐ Critical supplier contracts
• ☐ NDAs and confidentiality contracts
• ☐ Strategic partnership agreement (if relevant)
• ☐ No pending litigation (lawyer certification)

Taxation & Compliance

• ☐ Tax certifications N-2, N-1 and provisions
• ☐ Identified tax credits (CIR, JEI if applicable)
• ☐ No URSSAF or tax back exposure (verification)
• ☐ Optimized structure for post-levy taxes
• ☐ GDPR/data privacy audit (if data collection)

Intellectual Property

• ☐ Registered patents/trademarks (list and status)
• ☐ Source code deposited (escrow or law firm)
• ☐ Employee IP transfer contracts
• ☐ No dependency on third-party code (verified open source licenses)

Data room

• ☐ Organized by folders (Finance, Legal, Tech, Market, Team)
• ☐ Accessible 24/7 via secure platform (Intralinks, Citrix, etc.)
• ☐ Index/table of contents
• ☐ Final non-draft versions only
• ☐ NDA signed before full access