How long after a seed round should the paperwork be finished?

The reconciliation work, meaning articles, cap table and PSC register, should be done within thirty days because everything issued afterwards depends on it. Option scheme documents and contractor assignments are comfortable inside ninety days. Templates, policies and certifications can wait until there is a reason for them.

Do we need a full-time lawyer after a seed round?

Almost never. The work is real but it is not a full week, and the range of it is wider than one hire covers. A retained outsourced function is usually the better fit until legal questions arrive daily rather than weekly.

Our contractors invoiced us and we paid. Do we own the code?

Paying an invoice buys the work, not the copyright in it. Unless there is a written assignment, the contractor retains ownership of what they created. This is the most common gap found in diligence and it is straightforward to fix while the relationship is good.

What does an investor actually ask for in the next round?

A clean cap table that matches the articles, signed option documentation for every grant, assignments covering everyone who built the product, employment contracts for the team, and the material customer and supplier contracts. Almost every item is something that could have been created in an afternoon at the time.

Can we fix an unsigned IP assignment years later?

Usually, yes, and it gets harder every year. The person has to be findable and willing, and their price rises with the value of what they built. Confirmatory assignments signed at the point of a sale are common and they are always more expensive than the original would have been.

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26 Sept 2026 · 5 min

The first ninety days after a raise: what changes on paper

The money arrives and the company is suddenly a different legal object: it has investors with rights, a board that has to decide things properly, and a set of promises about ownership it may not be able to keep. What has to exist, in what order, and what can wait.

Problems, in order · Part of Outsourced General Counsel

By Sam Ansloos · Managing Partner

A close-up overhead view of a printed document showing a blank horizontal signature line with the word "Signature" beneath it, positioned in the lower right portion of the frame. A silver and black ba

In short

In the ninety days after a seed round, Dinmore Bell puts four things on paper first: the investment documents reconciled against the company’s own articles, an option pool that actually exists rather than one that was promised, employment and contractor agreements that assign intellectual property to the company, and a board able to make decisions it can evidence.

The wire lands on a Friday. On the Monday the company is trading exactly as it did the week before, with the same customers and the same three people, and it is also a materially different legal object than it was on Thursday.

That is the part founders are rarely warned about. The raise is treated as a finance event, and the finance part is done properly because a fund's lawyers did it. What follows is a governance event, and nobody owns it.

The pattern is consistent enough to predict. Somewhere between month nine and the next round, a diligence list arrives and asks for things that were supposed to have happened in the ninety days after the last one. The company then spends six weeks and a five-figure legal bill reconstructing them under time pressure, usually while trying to close something else.

None of it is difficult. It is just work that has no natural owner in a company of fifteen people, which is the gap an outsourced General Counsel function is built to fill.

What actually changed when the money landed

Three things, in rough order of how much trouble they cause.

The company acquired people with rights over decisions it used to make alone. Consent thresholds, information rights, pre-emption, a right to appoint a director. These live in the investment agreement and the articles, and they bind the company whether or not anyone at the company has read them.

The company acquired a board. Before the raise there may have been directors who never met. Now there is a body that has to take decisions, minute them, and be able to show it did.

And the company acquired an audience for its promises. Before, a loose statement about who owns the product was between the founders. Now it sits in a warranty schedule that somebody signed.

What has to exist in the first thirty days

Two documents and one register: the articles as filed at Companies House, the investment agreement, and a cap table that agrees with both. If those three disagree, everything built on top of them is provisional.

This sounds trivial and is the single most common failure. The articles are amended at completion; the cap table lives in a spreadsheet somebody maintains; the option promises live in emails. Three months later the three do not reconcile, and the discrepancy is discovered by an investor rather than by the company.

Read the articles as filed, not the draft in the data room. Compare the share classes and the numbers against the cap table line by line. Where they differ, find out which is right before anybody issues anything else.

The register of people with significant control is part of the same exercise. A new investor, or a change in voting rights, can change who has to be on it, and a UK company is required to keep that register and notify Companies House when it changes (gov.uk guidance on people with significant control). It is a five-minute job done on time and an awkward correction done late.

The option pool has to exist, not be promised

Founders routinely tell early hires they have options when what exists is an intention and a number in a term sheet. The pool is authorised in the articles; the scheme is a separate document; each grant is a separate act.

If the company intends to use EMI, the eligibility conditions are worth checking before any promises harden. The scheme is open to companies with gross assets of no more than £30 million and fewer than 250 full-time equivalent employees, among other conditions (HMRC guidance on enterprise management incentives). A company that grows through those limits and then tries to grant retrospectively has a tax problem rather than a paperwork one.

Dinmore Bell would set the scheme up, run the grants and keep the register. It would not give the tax advice on valuation or on whether EMI is the right structure: that belongs to the company's accountant or a tax specialist.

Does the company own what it is selling?

Usually not entirely, and the gap is almost always a contractor. Work made by an employee in the course of employment belongs to the employer by default; work made by somebody outside that relationship does not, whatever the invoice says.

The default is set by statute. Copyright in a work created by an employee in the course of their employment vests in the employer unless there is an agreement otherwise (section 11, Copyright, Designs and Patents Act 1988). Everybody else keeps what they made.

So the question to answer in the first ninety days is a list, not an opinion. Who has written code, designed the brand, drafted the copy or built the models the company sells. For each of them, is there a signed document assigning what they made to the company. Where there is not, fix it now, while the relationship is good and the person is reachable.

What can wait

Most of it. A full contract template set, a data protection overhaul, an information security certification and a formal delegation policy are all worth having and none of them is urgent in the first quarter.

The temptation after a raise is to buy a complete governance apparatus because the money is there. It produces a folder nobody uses and a monthly cost the company carries for years.

What is worth doing early is the register: one list of every contract the company is actually bound by, with the counterparty, the value, the renewal date and the termination terms. That is the spine everything else attaches to, and it is what a contract control centre exists to hold. Templates can follow once you know what you are replacing.

The other thing worth doing early is deciding who owns this work. Not a lawyer on a call when something breaks: somebody whose job it is. A company at this stage rarely needs a full-time lawyer, and the question of what that role really involves is worth thinking through before you hire one.

Where a specialist is needed

Three things in this list are not general counsel work and should not be treated as such.

Share valuations for EMI purposes, and the tax treatment of any option scheme, are for a tax adviser. The company's auditor, once it has one, may have views on how the option charge is presented, and those are accounting questions.

Any dispute that has already reached the point of proceedings is litigation, and where rights of audience are required that is a matter for regulated counsel.

And where the raise involved investors or structures outside England and Wales, the governing law of the documents decides whose advice is needed. A UK company with a Gulf shareholder is a straightforward structure that is easy to get wrong at the edges.

Dinmore Bell coordinates those specialists and holds the ground between them. The work in the ninety days after a raise is mostly not specialist work at all. It is ordinary, and it is the ordinary work that nobody in a fifteen-person company has time to do that turns into the diligence problem eighteen months later.

Common questions

How long after a seed round should the paperwork be finished?: The reconciliation work, meaning articles, cap table and PSC register, should be done within thirty days because everything issued afterwards depends on it. Option scheme documents and contractor assignments are comfortable inside ninety days. Templates, policies and certifications can wait until there is a reason for them.
Do we need a full-time lawyer after a seed round?: Almost never. The work is real but it is not a full week, and the range of it is wider than one hire covers. A retained outsourced function is usually the better fit until legal questions arrive daily rather than weekly.
Our contractors invoiced us and we paid. Do we own the code?: Paying an invoice buys the work, not the copyright in it. Unless there is a written assignment, the contractor retains ownership of what they created. This is the most common gap found in diligence and it is straightforward to fix while the relationship is good.
What does an investor actually ask for in the next round?: A clean cap table that matches the articles, signed option documentation for every grant, assignments covering everyone who built the product, employment contracts for the team, and the material customer and supplier contracts. Almost every item is something that could have been created in an afternoon at the time.
Can we fix an unsigned IP assignment years later?: Usually, yes, and it gets harder every year. The person has to be findable and willing, and their price rises with the value of what they built. Confirmatory assignments signed at the point of a sale are common and they are always more expensive than the original would have been.