This article is written for our Seed Round package. If you're using our Bootstrap Round, where we mention Shareholders Agreement, that's your Investment Agreement.
WHERE YOU'RE UP TO SO FAR...
We'll start this article at the point that:
- The Term Sheet is signed.
- The Disclosure Letter and Shareholders Agreement are signed by all.
- The investors and shareholders have all reviewed the Articles.
Congratulations, you're almost done!
So, here are the remaining steps to close your round:
1) GET THE MONEY IN
Formally, the right time to ask your investors to send their money is after everyone has signed the Shareholders Agreement. But, sometimes you need the cash, and anyway sometimes investors will jump the gun and send you the money the moment they’ve signed.
So, a common question is “Can I take the money sooner?”.
And the answer is yes, you can take money from each investor immediately after they have signed the above documents (we don’t recommend taking their money before they’ve signed because you run into problems if they don’t agree to the terms, or want a change made, and then things get messy).
If you do start getting money in before everyone has signed you should note that if for some reason the round doesn’t go ahead – for example a major investor decides to pull out – then the other investors may want to pull out, and any who have paid may ask for their money back. So don’t spend it yet, or at least don’t spend more than you can pay back, until everyone has signed.
If you’re doing an SEIS + EIS round then the Shareholder Agreement will automatically contain wording to close the round in two tranches, with the SEIS money being paid first and the EIS and non-SEIS money after that.
- The SEIS rules state that to be SEIS compliant you need to have less than £200K in liquid assets, so it’s vitally important that you get the SEIS monies in before the EIS or non-SEIS moneys otherwise you could easily have over £200K in the bank when investors are still sending in the SEIS monies, and they’ll be deeply unhappy to discover they may not be eligible for their SEIS tax credits.
- So, if you do have SEIS and EIS or non-SEIS in the same round, be sure to write to only the SEIS investors first (or, if an investor has both SEIS and EIS or non-SEIS) asking for only the SEIS monies to be paid.
- You can’t allot EIS shares before SEIS shares and you can’t allot either SEIS or EIS shares unless you have received the investment into your bank account. If in doubt, hit the chat bubble to ask us. Then, wait a day, just to be sure that the non-SEIS monies come in on a different date. Then, write to the remaining investors to send their money.
2) CREATE YOUR BOARD RESOLUTION TO APPROVE THE ROUND
Complete the Board Resolution document on SeedLegals.
You’ll need to convene a board meeting in accordance with your Articles (which could just be a Skype call with the other board members), and then a director should sign the Board Resolution. Easy.
- Date the Board Resolution to be the day the last person signed the Shareholders Agreement.
- SeedLegals will automatically date your Shareholders Agreement with the date of the last signature. So to find the date the Shareholders Agreement was signed, scroll to the signature block at the end and note the date.
3) DO A SHAREHOLDERS RESOLUTION TO ADOPT THE NEW ARTICLES
You may have noticed that the Articles aren't signed by anyone. Instead, they are 'adopted' by a majority of the existing shareholders signing a Shareholders Resolution.
- So, your next step is to get 75% of the existing voting shareholders (by number of shares held) to sign the Shareholders Resolution. (Any shareholders who have non-voting shares are excluded from signing and excluded from the 75% calculations.)
- Once you have a 75% majority (which usually means the founders plus a few of the larger other shareholders) you're done, there's no need to wait for everyone else to sign. It's not legally required that everyone signs, but it does look nicer, so if it's not too much effort to get everyone to sign, and it's not going to unnecessarily hold up closing the round, sure, you might want to push everyone to do so.
- You'll be prompted to enter the date of the Shareholders Agreement, and also the date to set the Shareholder Agreement to - also set it to that same date.
4) UPDATE THE TARGET CLOSING DATE
There's a Target Closing date at the top right of the funding round page. When you started your round you made a wild guess as to when the round would close... and now that it really has closed you'll need to update it to be the date that the last monies were received.
- Getting this date right is really important, as this date goes into the SH01 form that goes to Companies House, and specifies when the shares were issued... and that should be after the last monies were received.
- If your round has SEIS and EIS, then there will be two share issue dates - keep reading below, and contact us to set there correctly for you.
5) SIGN THE SH01 FORM
The SH01 form is a document you'll send to Companies House to tell them that you've issued more shares. We automatically create this for you, all you need to do is sign it, easy.
6) CONTACT SEEDLEGALS TO CHECK EVERYTHING
Getting everything dated correctly is super-important, particularly if you have SEIS and EIS in the round. We're here to help, it's all included.
So, when you get to this stage stop, hit the chat button, and we'll hop in and check everything.
- If you have SEIS and EIS in the round, we'll also do our magic to make sure the SH01 is dated to show two different dates, one for the SEIS shares, the other for the EIS and non-SEIS shares.
7) CLOSE THE ROUND
This is the moment you've been waiting for... hit the big Issue Share Certificates button at the bottom of the funding round page.
- As soon as you do this, the funding round will disappear from your Dashboard - you'll now find it in Timeline in the left menu - ready for you to start your next round :- )
8) POST THESE DOCUMENTS TO COMPANIES HOUSE
You have one month from closing your round to update Companies House, so we recommend waiting a week or two so you can double-check that all is sorted with the round - fixing anything on SeedLegals is a few clicks, sorting wrong documents on Companies House is a pain.
Download the following documents from SeedLegals:
- Articles of Association
- Shareholder Resolution (check it's been signed by at least 75% majority by number of voting shares held)
- SH01 form (check you've signed it)
- AP01 (only if you appointed directors, you’ll find it in Team Agreements)
Post these documents to Companies House:
If your company is registered in England and Wales the address is:
Registrar of Companies
Cardiff, CF14 3UZ
(If your company is registered in Scotland or Northern Ireland you’ll need to check your local Companies House postal address)
You can file your SH01 online if you are registered with web filing but there is no functionality at Companies House to file your New Articles, Shareholders Resolution or SH02 (if you were doing a share split) in this way.
- Do not send the Shareholder Agreement to Companies House - that's meant to be a private document, not for public display.
9) ISSUE SHARE CERTIFICATES TO YOUR INVESTORS
Go to Cap table, then in the top right corner Actions, then Share Certificates.
If you’re an Admin and a Signatory (as tagged in your Users & Roles profile) you’ll see a purple Quill icon at bottom right. Click that. Brilliant, you’ve just e-signed all the share certificates.
For a full guide on signing Share Certificates see here.
CHECKLIST: GETTING THE DATES RIGHT
- The Shareholders Agreement and Disclosure Letter will automatically be dated by SeedLegals with the date the last person signed them.
No need to set anything here, easy.
- Your board meeting normally takes place on the same day or just slightly before the Shareholders Agreement is signed.
Check your Board Resolution is dated the same date as the Shareholders Agreement.
- When you create your Shareholders Resolution, you’ll be prompted for the date of that Shareholders Resolution.
Date the Shareholders Resolution to be the same date as the Board Resolution (and hence the Shareholders Agreement).
- The SH01 must be dated after the last deposit of funds from your investors.
Ensure you set the Target Close to a date after you've received your funds.