Share Structure Audit
We examine the company statute and the history of capital changes. We catch risks that could block future funding rounds or the sale of the company. We prepare a recovery plan that makes your company attractive to large players. This is an essential step for any startup planning rapid growth in the next 14 months.
Why does your share structure need checking?
Most problems with investors start with one clause in an agreement that everyone forgot 3 years ago. At Alians Business Diplomacy, we analyze documents for hard facts, not legal theory. We have analyzed 42 cases where unclear clauses on inheritance or share disposal halted financing for an average of 5 months. We check if your control over the company is real or just written on paper that can be easily challenged in court.
Our audit in Katowice focuses on catching gaps that VC funds and business angels consider red flags. We review the share book, minutes from 2021-2023, and any side agreements. We look for drag-along and tag-along clauses that may be poorly phrased and could force you to sell shares on bad terms in the future. Money likes silence, and we provide that silence by organizing the capital structure before big capital enters.
Specific steps during documentation verification
The whole process usually takes us 9 to 12 business days. We start by gathering the full history of changes in the National Court Register (KRS) and comparing it with your internal documentation. It often turns out that share transfer payment dates do not match the dates of resolutions, which is a direct path to an issue being invalidated by a scrupulous investor auditor. We find such discrepancies first and prepare a plan to fix them before someone else puts their hand on your records.
- Verification of the right of first refusal and priority in the statute.
- Analysis of company exit mechanisms (exit strategy).
- Checking the correctness of non-cash contributions (in-kind) from the last 4 years.
- Control of non-competition clauses for key shareholders.
We deliver a 14-page report that shows in black and white where your company is tight and where it leaks. We don't use corporate jargon. If a comma is missing in paragraph 12 of the statute that changes the meaning of voting rights, you will find out first. (Honestly, most startup founders are afraid to look into these papers before Round A, which is a mistake that costs thousands of PLN in negotiations).
Audit result and ready recovery plan
After finishing work at Alians Business Diplomacy, we don't leave you with a list of errors. We prepare specific draft resolutions and contract amendments that close the detected gaps. In March 2024, we helped a software house near Katowice where we detected an error in the right of first refusal for shares from 2019. Fixing it took us 11 business days and allowed the closing of a funding round worth 1.2 million PLN without unnecessary questions from the fund.
Our goal is to make your company boring for investor lawyers. The fewer questions they ask during Due Diligence, the stronger your negotiating position. The game for control takes place in the field of document precision. If you are planning any capital moves in the near future, start with the hard facts about your own company. Receive an audit quote in 48h and be sure that your structure is safe.