The mistake is agreeing a percentage before anyone has done the arithmetic

The call usually comes just after the bank has said yes to part of the amount and no to the rest. Twenty years of trading, a stable EBITDA, a plan to buy a competitor, and an investor introduced by the accountant who is already talking about a meaningful minority stake. Nothing is signed, but the percentage has been said out loud and it now sits in the room with the weight of a decision. Raising capital without losing control is mostly an arithmetic problem, and the arithmetic belongs before that conversation.

The investor is not the problem here. The sequence is. Nobody has yet worked out how much the company can carry as bank debt, how much of the rest a public subordinated loan absorbs, and what is genuinely residual. Every euro of it that did not need to be equity is paid for in a permanent share of what the company earns afterwards.

A minority stake and senior debt are not two prices for the same money

Owners compare a bank offer and an investor offer as if they were quotes for the same service. They are not. Senior debt has a maturity, a price you can read on one page and an end date. You pay interest, give security, accept covenants and a banker with opinions about your dividends, and when the final instalment clears the register is unchanged.

Equity has no maturity. A minority stake buys a share of every future euro of value, and it arrives with a governance package that outlives the cash. The investor also needs a way out, so the question of when your company is sold enters the room on the day they sign. That is a defensible trade when the money funds what debt cannot, an acquisition too large for your balance sheet or a loss-making growth phase. It is a poor trade when it fills a working capital gap a credit line would have covered.

You are also not in the venture market. Venture funds need a few positions returning many times the money to carry the ones that return nothing, and steady growth with a dividend does not produce that shape. The tax relief built to pull private individuals into young companies stops before you as well: the tax shelter described by Wikifin, the financial education programme of the FSMA, gives a 30% reduction for a subscription in a small company under four years old and 25% between four and ten years of age, capped at 100 000 EUR per taxpayer per year. An eighteen-year-old business qualifies for none of it. Your realistic counterparties are Belgian family offices, entrepreneurs who have sold, growth funds that take minority positions and holdings from your own sector. Our article on whether you should raise funds at all settles the prior question.

Raising capital without losing control begins with a debt capacity calculation

The calculation is not difficult, but it runs on normalised figures rather than the accounts as filed. Owner remuneration set for tax reasons, rent paid to your own property company, non-recurring items and related-party arrangements are all adjusted, because that adjusted EBITDA is what the bank divides into its debt service test and what an investor uses to price your shares. Do that work yourself and it is your number. Leave it to the other side and every adjustment they find becomes an argument on price.

Above senior debt sits a layer most owners reach for far too late. A subordinated loan from a regional investment company ranks behind the bank and ahead of the shareholders, which is why a banker can treat it as close to own funds when sizing his exposure. It costs more than a bank loan and it costs no shares, which usually makes it the cheaper of the two: it is repaid and finished rather than shared for as long as the company exists. Equity you avoid raising now is equity you never dilute again in a later round, a cost our piece on equity dilution during fundraising follows through to the exit.

Where the money actually sits is regional

There is no national window to knock on. This is the part of SME funding Belgium does genuinely well, and it sits with the regional investment companies, each with its own products and its own committee calendar.

• In Wallonia, Wallonie Entreprendre lends 25 000 to 1 000 000 EUR per project as a subordinated loan alongside a bank credit, capped at the bank credit it accompanies, for up to fifteen years at the IRS rate for its duration plus 1.25%, and asks no security of the company or its owner.
• In Brussels, finance&invest.brussels offers a subordinated loan of 100 000 to 5 000 000 EUR over three to seven years at a fixed rate of 7% to 10%, repaid after the bank and before the shareholders.
• In Flanders, the win-win loan operated by PMV lets an individual taxpayer localised in the Flemish Region lend you up to 75 000 EUR, capped at 300 000 EUR per borrower over five to ten years, against an annual tax credit of 2.5% on the outstanding balance.

A public guarantee is the window you never see, and it changes nothing on your share register. When a bank approves a file it would have declined two years earlier, there is often a guarantee behind it, carried by the regional investment company or by the European Investment Fund under InvestEU. On its own page for Belgium the EIF reports investing over 3.5 billion EUR in the country since 1996 and supporting 25 210 SMEs by the end of 2025. You sign nothing with them; you benefit only if your banker thinks to apply it to your file, so ask him about it by name.

Control leaves through the shareholders agreement, not through the percentage

Owners negotiate the percentage hard and then sign the shareholders agreement with a fraction of the same attention, which is the wrong way round. A larger stake sold to an investor who takes an observer seat and information rights leaves you running your own company. A smaller stake sold to an investor whose reserved matters cover the budget, your own remuneration and any investment above a low threshold turns you into a manager who asks permission. The Belgian Companies and Associations Code leaves wide contractual freedom here, so your protection is the protection you agreed to write down.

Two families of clause decide more than valuation does. Reserved matters draw the border between deciding and asking, and that border is drawn in figures, so argue about the numbers in them. Liquidity clauses, a drag right or a put option with a date, decide whether you are still free in year six. Both are already visible in the term sheet, months before final documentation, and that is the window in which they still move.

What an investor in an established company asks for first

Nobody will ask you for a ten-slide deck. They will ask you to prove the figures hold and that the company runs when you are not in the building. Three documents separate a file that moves from one that drifts.

• Three years of normalised accounts, with every adjustment identified and explained.
• A sustainable debt calculation showing what the business can carry in senior and subordinated debt before equity becomes necessary.
• A written answer on dependence on you, naming your second line of management and what happens if you step back for two months.

Timing then does its own quiet damage. Months separate a first meeting from money on the account, and the clock lengthens the moment a public investment committee joins the process. A credit application, a subordinated loan decision and a guarantee request run in parallel when somebody coordinates them and end to end when nobody does, which is the difference between a summer and a year. Our piece on timing your fundraising round in Belgium sets out what has to be ready against which deadline.

The dups approach

On a profitable, established company our first session is not about valuation. It is about structure: what the business can carry in senior debt, what a subordinated loan adds on top, what a public guarantee changes in the bank's assessment, and what is left that has to come from a shareholder. That residual is the amount we then raise, and it is regularly a fraction of what the owner arrived with.

Where equity really is needed, Full Deal Execution runs the operation end to end, from normalising the accounts to signature of the shareholders agreement, with one team on the modelling and the documentation. Where an owner would rather keep the investor conversations in hand, Specialist Support takes the piece that is blocking: the financial model, the information memorandum, the negotiation of reserved matters. Our network of European and American funds, Belgian family offices and private investors puts several credible parties in front of the same file inside the same few weeks.

If your bank has just said yes up to a number and no beyond it, do the calculation before the next investor meeting. Bring your last three sets of accounts and the amount you need to fund, and open a first conversation with us, with no obligation attached. The useful output of that hour is one figure, how much equity you actually have to sell.

Questions owners ask us at this point

Can a profitable company raise money without giving up control?

In most cases yes. A subordinated loan from a regional investment company, a win-win or proximity loan from people close to the business, and a public guarantee behind your bank all bring in money without touching the share register. An investor is needed only for the part the company cannot repay from its own cash flow.

Is a subordinated loan cheaper than selling a minority stake?

Its interest rate looks expensive beside a bank loan, and it is. It is still usually the cheaper of the two, because a loan is repaid and then gone, while a minority stake takes a share of every euro of value created afterwards, plus a say in decisions, for as long as the investor stays.

Should a minority investor get a seat on the board?

A seat is negotiable, a veto is not once signed. An investor writing a significant cheque will get a place, and a good non-executive director earns it several times over. What is worth fighting for is the list of decisions needing their consent, so put a figure on every reserved matter before the term sheet is agreed.

Louis Vanheurck de Tornaco, COO at dups