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Join for freePosted: Thu 10th Sep 2026
Thinking about raising your first round – or just want to be ready when the opportunity comes?
Getting investment-ready is about far more than a great pitch.
In this Lunch and Learn, Patricia Wing, CEO of SuLe and a former VC and M&A lawyer, breaks down what to actually expect when the money comes in, and how to get your legal and financial house in order before and during a raise.
From building an investor-ready cap table and knowing exactly who owns what, to making sure your wider legal matters – IP, contracts and company admin – are watertight, this session gives founders the clarity and confidence to raise without any nasty surprises.
Get your cap table investor-ready: Learn how to model your round, understand exactly who owns what, and present a clean cap table that gives investors confidence
Check all your legals: From IP and contracts to company housekeeping, discover what needs to be in place so nothing trips you up in due diligence
Know what to expect when the money comes in: Practical, actionable steps for before and during a raise, so you go into investor conversations ready, confident and protected
Patricia is the CEO and co-founder of SuLe, a smart legal platform dedicated to making legal support more affordable and accessible for start-ups and SMEs.
A qualified corporate lawyer and second-time founder, she brings extensive experience from two top-tier law firms, where she advised businesses from seed stage to Series D.
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Lightly edited for clarity.
Caitriona: Hello, everyone, and welcome to today’s Lunch and Learn. My name is Caitriona, and I’ll be your host today. For those of you attending our Lunch and Learn for the first time, Enterprise Nation is a vibrant community platform for startups and small businesses.
I’m pleased to introduce Patricia Wing, who’s the CEO of Sully. In this session, she’ll break down what to actually expect when the money comes in and how to get your legal and financial house in order before and during a raise.
If you have any questions throughout the webinar, please post them in the chat, and we’ll do our best to answer them at the end of the session. Today’s webinar will be recorded, and we’ll send a follow-up email to you with the recording and further resources later today.
Over to you, Patricia.
Patricia Wing: Hello, and welcome, everyone. Thank you for coming on your lunch break.
For those who haven’t met before, I’m Trish. I am a VC corporate lawyer, and I trained previously at Bird & Bird.
I guess the reason you’re on this call is either you’re a company thinking about fundraising, or you’re actually in the fundraising process. I’ve worked with companies right from incorporation all the way through to exit.
So what we’re going to try and do throughout the time we have together is work through what you need to be thinking about when you are fundraising, and if you are preparing to fundraise, what you can do now to get ready for that process. I hope you’ve got a cup of tea or coffee with you so you can follow along as we go through.
So if you are at the beginning of your journey, there are some pointers you can think about as you go through the process. Most people think that when you register your company – in the UK, we have Companies House – this protects your company’s brand and protects your company from everything. That’s not true.
Actually, what you are doing when you go into Companies House is registering a company entity, a legal entity for your company. This doesn’t actually protect your brand, and the reason this is a problem is that a lot of companies go through their process, start selling to different people and build an amazing brand for themselves.
And what happens is they get a letter through the post saying that they’ve been breaching someone else’s trademark, using someone else’s brand name, which is against their rights. They’re given a few options: either pay them some money, change their brand name, or they take you to court.
It happens to a lot of companies, more than you would realise, and it’s quite often because of this problem. So what you should take from this is: if you’ve registered your company in the UK or anywhere in the world, check that you’ve also registered a trademark.
A trademark is different from company registration, and what it does is legally protect your brand. We’ll come on to IP in a second, but just check if this is you, and we can come on to that after.
In the UK, setting up a trademark is pretty easy. If you’re a business planning to expand into different jurisdictions – say your consumer brand is selling hairbrushes across the world – you’ll want to think about protecting your brand in the different countries you operate in, and that’s something you’ll have as part of your IP strategy. But most companies just start in the UK.
You can do this yourself, or you can do it with a lawyer. It depends on whether you’re a consumer-facing brand – I’d recommend doing it with a lawyer if your brand is something you’re looking to rely on and sell down the line. If it’s more of a back-office function, you might do it yourself.
The reason this is important is that all of this is preparing you for one of a few things: either to prep for fundraising, to prep for exiting, or for stakeholders becoming interested in your business. This process pulls out the things that companies haven’t done correctly so you can correct them, and when someone’s looking to buy you in the future, your company is already in better condition. That’s why fundraising actually gets companies ready for exiting as well.
Now, this next one is interesting because most founders think they own their shares, but actually, a lot of founders don’t. We did a survey on this and found that 67% of founders don’t actually own their shares, and that’s because of a legal principle in the UK.
Remember I said at the beginning that you start a company through Companies House? Actually, just by registering with Companies House, number one, you’re not protecting your brand, and number two, you don’t automatically own your shares in the legal sense.
If it’s only ever you that’s owning the company – you never bring in any new shareholders and never get any investment – this probably doesn’t matter. But if you’re thinking about investment, or about involving other people in your business, this does matter.
So how do you actually own shares in your company? There are two steps. You register your company at Companies House, then you have a share certificate for those shares, and you update your register of members, also called a shareholders’ list.
It has different names – shareholder list, shareholder register, register of members – but members simply means shareholders, and that is how you actually prove that you own the shares in the business.
So, three steps: you have a share certificate, you update your register of members, and you update Companies House. These are the steps that prove someone actually has the shares in the business, and a lot of early-stage founders forget to do this.
Back in the day, we used to have a black book where you’d write the names of the shareholders down, which I always find quite interesting. Now it’s a real document – we’ve moved from that old paper document to an online Excel or Word document, and we actually automate this in our platform for free.
If you’re unsure about this and want it checked and done, it’s completely free – we offer it for free, and it’s a really easy tool. You can scan the QR code here, or I can send a link around at the end for you to access.
You want a place where all your shareholders are kept, including things like how many shares they have and what class of shares. Most people start off with ordinary shares, but as you go through your fundraising journey, you might have preference shares and things like that.
You’ll also want to include, when you transfer shares, who you transfer them to. This is all included in these documents, and you can access it automatically here if you like.
Okay, now think about your company’s IP. The way to think about intellectual property, or IP, is that it’s a creation of the mind.
When you think about physical property, like a table or a cup, you can touch it and feel it – it’s physical property. Intellectual property is all in the mind; it’s things that we create.
But today, it’s probably one of the most valuable things in most businesses, especially businesses that are going to fundraise. When we say fundraise, we mean raising investment from an investor, whether that’s friends and family, an angel investor, a fund, or a corporate – whatever it might be. The IP is really important.
Because it’s so important, it’s looked into closely, so how you approach it, whether you own it, and the legal processes you follow are really important. So, a few things to note.
Under UK law, employees automatically assign – which also means transfer – the IP to the business. So say your company is a tech platform going to change the world, and you’ve hired employees.
If it’s an official employee – on payroll, paid a salary each month, signed up for pensions, with employers’ liability insurance and an employment contract – any IP they create automatically transfers to the business. In your employment contract, you’ll want to include a clause that says this anyway, but under law, that’s already the case.
Now, this isn’t the case if you have contractors, and this is arguably one of the biggest areas I think founders get wrong. It’s so easy to fix, but I always find people get this wrong.
What it means is, say you’re building this tech platform, and it’s going great, so you go on to Fiverr or Upwork and hire a developer as a contractor to build the platform.
What you don’t realise is that unless they’re an employee, whatever they build belongs to them. It’s kind of a beautiful principle in theory, because it was created for people like painters – if you’re painting a lovely painting, that painting belongs to you, that’s your right, unless you legally transfer it to someone else.
So what that means is the people you hire to build out your tech own the IP, unless they transfer it to your business. This is a problem because a lot of founders hire these people and only find out they don’t own the IP when they go for a fundraising round or when they exit – at that point, it’s kind of too late.
So if anything I’m saying is resonating, you need to make sure that any contractor in your business has legally assigned and transferred the IP to your business. You can do this with an IP transfer agreement, which you can also access on our platform, and that’s the easiest and simplest way to do this.
When I was working at a big law firm, we did a big exit – I always talk about this because it was just so crazy that it happened. We did a big exit, 100 million, and we were right at the final stages of this process.
It came out in due diligence that this early developer didn’t have an IP assignment agreement, and this was a company that was 10-plus years old. I was one of the team who had to go and find this developer and get him to sign it.
At that point, the developer said, “Please leave me alone; I left ages ago, I don’t really care about this.” He wasn’t getting any money from the exit, so he didn’t really care, and he wasn’t signing it – why would he?
So the company had to actually give him a payout, of like 50k or something, for him to sign the agreement, which is kind of hilarious. And that was a good case, because in some scenarios, the person’s died, or they just can’t find them, and it creates this big hole in the business where you don’t own your IP.
That’s a whole legal question, and no investor or acquirer likes that. It can easily be fixed by having an IP assignment agreement.
What you might not know is that as business owners or founders, you’re arguably one of the people creating the most IP in the business. So if you’re bringing on board a new founder, you want to make sure they also sign an IP assignment agreement – that’s something you want to think about.
On IP, one thing to think about as a business owner is: first, understand what your IP actually is. Is it a technology you’re building, or the brand you’ve created to the world?
What is it that makes you valuable as a business? Identify that first.
Second, do you own the IP? Have you made sure that everyone on your team – anyone you work with, any employees – has transferred the IP to you, and that no one else owns it separately?
And third, have you protected it? Have you registered your IP, wherever that might be? If your business is hardware or AI software, you might want to protect it via patent.
Have you protected your brand via trademark? If you’re a sofa company, have you protected the designs of the unique sofa you’ve built?
Whatever it is for you, have you protected it? Those are the three steps I always say founders should think about when it comes to their IP.
Now, your team. Building your team is one of the most difficult and rewarding things you’ll ever go through; let’s be real.
But in the UK, we have strict employment laws about how you can actually hire people, which is why a lot of people hire consultants instead – because of this rule.
If you’re planning to hire someone as an employee in the UK, here’s how you should do it. As mentioned earlier, you want to make sure you register for payroll – this is basically how you pay someone a salary.
It notifies the government that you have to pay them money, and you’ll have to make PAYE payments every month. It isn’t the most exciting process, but it’s how it works here.
You need to check the employee has a legal right to work in the UK. Post-Brexit, it’s not automatic, and it’s actually a serious criminal offence if you get this wrong – the government takes it quite seriously.
You can be set up as a sponsor in the UK, meaning you can hire people who aren’t UK citizens, but you need to make sure the person you’re hiring has a right to work.
An automatic way to check is if they have a UK passport, and the government actually has a link you can go on to check if someone has a legal right to work – it’s quite useful. Just type it into Google, and you’ll find it.
Everyone has to have an employment contract and HR policies that govern your employees. You can get these using templates and work with a lawyer to make sure they’re fit for your business.
This is what I advise most companies to do: use the initial contracts and get a lawyer to check they’re exactly what you want.
Unfortunately, if there is a dispute, the employment tribunal will look at the contract – that’s one of the first things they question. So you want to make sure the contract is exactly what you want it to be. We also have contracts on our platform if you need to access them.
Employers’ liability insurance – I can’t quite remember how much the fine is, but you get a fine each day if you don’t have this. Usually you can get it from an insurance provider as part of a bundle, which is quite good.
And if you are a founder, you need to be on payroll – you can’t pay yourself as a consultant. So you can’t be a director and then also submit invoices to the company; you have to be paid on payroll. This is an important point, and it will come up in due diligence.
And one last point: we have strict health and safety policies in the UK, so if you’re hiring people as employees, you’re responsible for their health and safety – you can go to prison, and there’s even an unlimited fine, so it’s not something to take lightly.
One thing to think about, and this is really applicable in the UK because they have a really good scheme supporting it, is how you incentivise your employees. In the UK, we have something called share option schemes.
We have them across the world, but we have particular tax-efficient schemes, as it says here – EMI, enterprise management incentive schemes.
What this basically means is: if you’re a business looking to raise funding, grow and hire great talent, you probably won’t have the money, because you’re a start-up. You don’t have the funds, so you need to attract great talent in other ways, and one way to do this is to offer them shares in the company.
But an important thing to know is you should never offer an employee the same shares as you. They should have shares as part of an option scheme, which would be set up separately – that’s an important thing to know.
You want to make their shares non-voting, set up an option scheme, and they access those shares through that.
This is basically a way to incentivise them to work really hard in your company and be part of it. And when you exit, if they’ve been on this journey with you, they’d get paid out of the exit too – so this is really popular in the UK.
The EMI scheme is set up so that your employees get really significant tax relief. There isn’t another scheme in the world quite like it – it’s really, really good.
It’s a little bit expensive to set up: you’d work with your accountant on the valuation part, and then with a team of lawyers on the actual legal documents, but it’s really good for you, your company, and your employees.
Okay, let’s talk about how you prepare for investment. This is really targeted towards people looking to raise VC investment – so this is with a fund, an EIS fund, an SEIS fund, or a VC fund in general.
If you’re on that journey, definitely pay attention here. One of the first processes you’ll go through is someone giving you a term sheet.
The way to think about a term sheet is that it’s a legal contract, but it’s non-binding except for some clauses. What the contract says is that these are the terms on which we’re agreeing to enter the formal documents – the long-form documents.
It’s important that you understand what these terms mean, because once you agree to them, it’s hard to back off and say you’re not interested anymore. So we’re going to go through the top 5 terms here.
Number one is founder vesting. This is really normal when you raise investment, and what it basically means is that your founder shares are locked into the company.
As a founder, your shares will have restrictions on them – the investor will say that for 4 years, if you leave, you have to give some of your shares back to the company.
Most times founders hate this, because they think: I’ve put all this effort into building this company, so how can you take my shares off me if I leave? The thing to argue on this point isn’t that you shouldn’t have this term in place – it’s the restrictions that apply.
For example, you shouldn’t be able to lose your shares for any reason; it should require something like a criminal offence or something really serious.
The next term, which is really important, is the reason you see a lot of companies who’ve exited for, say, 100 million, and the founder comes away with very little.
You might think: how, if they’ve exited for so much money, has the founder ended up with so little? It’s because throughout their investment process, they agreed to terms like liquidation preference or anti-dilution rights.
Liquidation preference is what you get out when the company is liquidated – when everything comes through the company. So, as an investor, if you agree to “1x non-participating”, that means you get one time your money back.
Sometimes you don’t see 1x – you see 2x or 3x, which means the investor gets two or three times their money back.
If you have these layered, so multiple investors have these rights, that means they’re all taking money out of the exit funds before you or your employees get anything at all. So this can often mean you come away with very little.
If you agree to these early on, remember: whatever you agree to early on will play out at the end.
If you give an early investor 1x, the next investor wants at least that or more, and it only gets harder each time you raise. So the rule of thumb is: don’t give these away early on, because if you do, you’ll come away with very little at the end.
The next one is anti-dilution rights. If an investor asks for an anti-dilution right, this basically means they keep their percentage each time you raise.
So say, for example, they invest in your business and get 10% of it – that’s quite high, 5% or 10%. What they want to know is that in the next round, their dilution won’t go past a certain point; if it does, you have to top up their shares, i.e. give them more shares to maintain that percentage.
This is really bad, because it means those shares often come out of the founder’s pool.
If an investor is asking for an anti-dilution right in the early days, this is probably a signal that either it’s not the right investor, or you shouldn’t be fundraising right now – you should go back to building revenue and come back stronger.
Anti-dilution rights are usually an indicator that a company isn’t ready to raise, and in all the cases I’ve seen where companies have agreed to them, it’s never gone well. So I would avoid it if I were you.
And then valuations. You’ll have seen loads of companies raise 100, 200, 300 million, and everyone thinks: wow, they’ve raised so much, it’s amazing.
And it is amazing – but what you need to know is if they’ve raised 100 million and have a valuation of 1 billion, they have to exit for at least 1 billion to pay back what investors are expecting.
Each time they raise, the valuation has to be higher, so if the valuation is 500 million and then 1 billion, they have to hit revenue numbers that let them go even higher than that to actually achieve it.
This is often what really messes up companies – you’d have seen Airtable’s recent exit, where the founders exited for a fraction of what they were supposed to, and it’s for this reason.
VCs push up valuations so high that no one can actually achieve them, and very few companies achieve what they’re supposed to. So what this means for you is: don’t have crazy high valuations you can’t meet.
Be realistic about your valuation – work with an adviser, or ask the market what the average is for your area, and go for that.
Because if you can’t meet your valuation, you then do a down round. A down round basically means everyone gets diluted a lot more, and no one likes that – it makes you look bad.
Just know that the higher the valuation, the fewer shares you give away, and the lower the valuation, the more shares you give away, so you need to find the perfect balance.
The final point I’d mention is board appointment rights. This is saying that when you’re building the company and raising investment, a lot of investors will ask for the right to be on the board.
If you’re in the early stages, this is obviously too early for you to be thinking about, and you don’t really want someone at pre-seed stage telling you what you can and can’t do when you’re running your business so early on.
What you can say instead of granting a board appointment right is: why don’t you be an observer instead? That’s not illegal, and it means you can come to our board meetings and help direct us on what we should be doing, but you don’t actually get a legal say in what we do.
This is a very good way to navigate this – too many cooks spoil the broth, and that’s very true when it comes to having too many directors on the board. If you’re getting lots of investors asking for these rights, you can push back on them.
The one rule I’d say you should think about is: whatever you agree to in the first funding round will set precedent for the rest of the rounds. This is an absolute truth – if you give everyone everything they want at the beginning, it’s very hard to come back from that for everyone else.
So you want to be thinking about how whatever you do now sets precedent for future rounds, and if you’re acting from desperation at the beginning, it’s going to be really hard to come away from that.
And just like you’re impressed by a tidy house, investors are impressed by well-organised data rooms. So be really organised, and make sure they’re really good – you can tell the difference between someone who’s organised and someone who’s not.
We’re going to have a few minutes for questions, but one thing to mention is that there are different ways you can take investment. An SEIS/EIS advance assurance is typically how you raise money from angels, and they can get tax relief for this.
A CLN is for more sophisticated investors – this is like a loan. A SAFE is what we use in the USA; Y Combinator is really famous for their SAFE.
Avoid MFN clauses – most favoured nation clauses. This is basically where people get a right to have the best terms in future fundraising rounds; just take this out if you need to.
What I would say is you should always be using technology to make what you’re doing cheaper, more efficient and more affordable. Use a tech platform like Sully to do your contract and then get it checked by a lawyer – that’s one thing we do with lots of our clients.
We’ll say: use our templates, build out what you want, and then book a call with us so we can go through it together to make sure it’s exactly what you want.
So if you’re doing a funding round with lots of angel investors looking for tax relief, you can build out one template SEIS/EIS advance assurance, which costs a few hundred pounds, and then use this for every investment – you’ll save a ton of money. A law firm might charge you 10k to do this, but you can do it yourself for less than a thousand.
And just to finish, if there are any questions – I realise we’ve run through a lot, but this is what I do day in, day out, so if there’s any point you’d like me to cover more, please let me know.
Caitriona: Thank you so much, Patricia. I’ll come to that at the end of the session, but we did have two questions, so if we could answer them quite quickly. We have a question from Vanessa: when you say the founder needs to have the IP, do you mean the founder or the company?
Patricia: The company should always own everything, so anything created in the company should be owned by the company – the founder should transfer the IP to the company. This isn’t something you need to worry about unless you bring on board another founder; if it’s just you, it’s less of an issue because you can change it later, but if you bring on a new founder, it’s something you’ll need to implement.
Caitriona: Thank you. And then a question from Richard: can you offer share options to a contractor if you’re a sole trader, and is there a 4-month-old website template, or can you write it out yourself?
Patricia: Check out our platform – you can do it there. It’s very affordable, and yes, you can give shares to contractors. Really good question, by the way, if you’re listening – you can give shares to contractors, advisers and employees; the approach applies to all of them.
You should do it yourself and then get it checked by a lawyer – that’s the approach I recommend to every founder.
Caitriona: Perfect, thank you. I’ve shared the link for Sully in the chat, so please do check that out to learn more about the services they offer.
I’ve also dropped Patricia’s information in the chat if you’d like to reach out, connect or ask her questions. Thank you so much for your presentation, Patricia, and thanks to everyone for joining us today.
We’ll be sharing the recording and further resources in a follow-up email this afternoon. Thank you.
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