The sentence that binds you before the money arrives

"This offer is subject to the completion of satisfactory due diligence, to investment committee approval and to the signature of definitive documentation." That sentence sits at the bottom of the term sheet you have just received, below the price, and it is the one founders read quickly. It carries the point: nothing you negotiated exists yet. Fundraising documentation is the series of documents that turns that intention into shares entered in your register, and each one costs you or earns you something depending on when it is signed.

What a fundraising documentation set contains

A Belgian round does not produce a contract, it produces a stack. First-time founders discover it piece by piece, usually once a closing date has been announced. It gets signed in a set order.

The term sheet fixes price, governance and exclusivity, and it ties the founders to the lead investor. The subscription agreement commits the subscriptions and the warranties, and it ties the company, the founders and the investors. The reports from the management body and from the auditor justify the issue price and the departure from the pre-emption right. The general meeting held in a notarial deed creates the new shares, the shareholders' agreement organises life after closing, then the share register, the court registry and the UBO register make the operation public.

The order matters as much as the content. Each document closes a door the previous one left open, and a concession made at term sheet stage almost never gets renegotiated afterwards. Discovering the stack at closing costs you twice: in terms and in weeks of delay.

The term sheet: non-binding, except where it is not

The term sheet is presented as a roadmap. In practice two or three of its clauses bind you: exclusivity, which stops you talking to another investor for a set period, confidentiality, and sometimes the investor's advisory costs. The rest is indicative in law and decisive in practice, because nobody reopens the economics of a deal once due diligence has started. We go through those trade-offs in our article on the key clauses of a Belgian term sheet.

Two lines deserve a slow read. The length of the exclusivity, because it fixes the date on which you stop having a credible alternative. And the definition of the valuation: pre-money or post-money, option pool included or not, a distinction that moves percentage points of your holding, as our analysis of dilution during fundraising shows.

The subscription agreement: the document that releases the money

The subscription agreement is the document that obliges the investor to pay. It rests on three blocks. The subscription undertakings, with the number of shares, the price per share and the issue premium. The conditions precedent, the list of what has to be settled before the wire: corporate resolutions, third party consents, the tidying up of an intellectual property assignment nobody signed. And the representations and warranties, given by the company and, almost always, by the founders personally.

That last block deserves your evening. An inaccurate statement about ownership of the code, about an employment dispute or about the state of the accounts puts your own assets on the line, within limits that are negotiable: cap, threshold, duration, and the scope of that famous "to the best knowledge of the founders". Plenty of founders spend three weeks on the price per share and fifteen minutes on those pages.

If your round runs through a convertible loan, the same stack waits for you, just later: conversion means issuing new shares, with the same reports and the same notarial deed. An SRL can issue convertible bonds and subscription rights, which the former SPRL could not, but those instruments are also decided in general meeting.

The Companies Code reports and the trip to the notary

One point of vocabulary that matters: the SRL has had no capital since the Belgian Companies and Associations Code came in. So you do not increase the capital, you issue new shares against a contribution, and that decision amends the articles of association. It takes an extraordinary general meeting, the reinforced majorities and the attendance quorum the Code requires for any amendment to the articles, and an authentic deed received by a notary.

The Code then requires reports whose absence voids the decision. The management body justifies the issue price and describes what the operation does to the financial and membership rights of the shareholders. Where the company has a statutory auditor, that auditor assesses whether the financial and accounting data in the report are faithful and sufficient. Where the pre-emption right is limited or withdrawn in favour of the incoming investor, which is what happens in almost every round, the withdrawal has to be expressly reasoned and the registered auditor issues a detailed report on the justification of the issue price. On a contribution in kind, a description and valuation report goes to the auditor. The table of specific engagements published by the Institute of Registered Auditors lists each of these interventions.

The pre-emption right has its own calendar, and that is what catches investors in a hurry. Shares to be subscribed in cash are first offered to existing shareholders in proportion to their holding, and the Code reserves them a minimum exercise period running from the opening of the subscription. A closing announced for the following week runs into that wall, unless the right is withdrawn in the company's interest.

The operation then becomes public. Under the Code, the deed is filed with the court registry within thirty days of the date of the final deed, then published in the Annexes to the Belgian Official Gazette following that filing. The share register is updated, and anyone holding more than 25% of the shares or voting rights is declared in the UBO register, with an annual confirmation afterwards. A round that brings a fund past that threshold creates a reporting obligation, not just a transfer.

The shareholders' agreement, signed the same day and lived with for five years

The shareholders' agreement is signed in the same session as the deed, and it is the only document in the stack you will reread every year. It holds what the articles do not say: the composition of the management body, the reserved matters, the information rights, the tag and drag clauses, the anti-dilution, the founder vesting.

The passage that decides your real room to move is the list of reserved matters. Too long, and every operational decision becomes a request for approval, costing you weeks on a hire. Then come the leaver clauses, which determine what happens to your shares if you leave, examined in our article on founder vesting and leaver clauses. The anti-dilution mechanics only really get read at the next round, and their concrete effect is set out in down rounds and anti-dilution in Belgium.

Where your leverage sits in the sequence

Your negotiating power peaks before the term sheet and falls with every document after it. Three moments repay preparation.

• Before the term sheet, while several investors remain credible, everything is open: the valuation, the option pool, the length of the exclusivity, who carries the costs.
• While the subscription agreement is being drafted, the ground shifts to the warranties, and that is where a well-advised founder recovers value without touching the price.
• Before the meeting is convened, the calendar becomes your argument: the reports, the pre-emption period and the notary's diary fix a date nobody compresses at will.

The cost of a badly run sequence rarely shows on closing day. It shows at the next round, or at the exit, when a buyer rereads your minutes, finds a missing report or a register nobody ever kept, and turns that disorder into a price reduction.

The dups approach

At dups the documentation is the first day's work plan, not the last step of a round. We draw up the list of documents and the calendar backwards from the date of the notarial deed, we prepare the reports the Code requires, and we negotiate the warranties with the same attention as the price per share. The financial and the legal expertise sit in the same team, which removes the back and forth between adviser, lawyer and notary.

Under Specialist Support we take the piece that is blocking: the review of a term sheet you have received, the negotiation of the warranties, the preparation of the notarial file, the coordination of the closing. Under Full Deal Execution we run the round end to end, from the equity story to signature, as on the Belgian rounds we led in 2025. We take few files a year, which lets us be in the room at every signature.

If a term sheet is on your desk, or your investor has just sent his list of documents, the useful decision is now: have the sequence read before you sign the first page rather than after the last. Open a first conversation with us, with no obligation attached, and you will know which clauses are worth a fight and which are not.

Frequently asked questions

Which documents make up a fundraising documentation set in Belgium?

A round involves a term sheet, a subscription agreement with its conditions precedent and its warranties, the reports from the management body and the registered auditor required by the Belgian Companies and Associations Code, the minutes of the general meeting in a notarial deed, the shareholders' agreement, then the update of the share register and of the UBO register.

Do I need a notary for a fundraising round in an SRL?

Yes. Issuing new shares amends the articles of association and that amendment has to be recorded in an authentic deed. The general meeting decides under the reinforced majorities and the attendance quorum the Code requires for any amendment to the articles. The deed is then filed with the court registry within thirty days of its final date, then published in the Annexes to the Belgian Official Gazette following that filing.

How long does it take to sign all the documents in a round?

The calendar depends mostly on due diligence, but several legal periods cannot be compressed. The existing shareholders' pre-emption right runs for the minimum period the Code reserves from the opening of the subscription, unless the meeting withdraws it with reasons. The filing with the court registry happens within thirty days of the deed, and the UBO declaration follows the operation.

Gauthier Davignon, Manager at dups