The first ninety days after a seed round closes
The wire clears and the congratulations arrive. Underneath them sits a list of obligations that started running the day the documents were signed, and most of it lands on the founder.
Problems, in order · Part of Outsourced General Counsel
In the first ninety days after a seed round closes, a founder picks up statutory filings, investor reporting and consent matters, option paperwork, IP assignments and a wave of new vendor contracts. Dinmore Bell takes ownership of that list as an outsourced General Counsel function, so it runs to a schedule instead of surfacing at the next raise.
The round closes on a Friday. The money lands, the messages arrive, and by Monday you are back to the thing you actually do. That is the right instinct. It is also the point at which a set of obligations quietly starts running — most with deadlines, none of which will chase you until something has already gone wrong.
Here is what genuinely lands in the first ninety days, roughly in the order it arrives.
Week one: the filings that follow the money
Issuing shares is not finished when the subscription agreement is signed. New allotments have to be reported to Companies House, and the register of members has to reflect who now owns what. If the round changed the control position — a new investor crossing a threshold, an existing holder diluted below one — the record of people with significant control changes too.
None of this is difficult. All of it is time-limited. And all of it becomes visible later, because the next investor's advisers will pull your filing history before they pull anything else. A company whose statutory record does not match its cap table spends the first fortnight of its Series A explaining itself instead of negotiating.
The practical fix is unglamorous. One person owns the filing calendar. The register is updated the same week as the round rather than the same quarter. The articles as adopted are stored somewhere other than the email thread they arrived in.
Weeks two to four: reading what you actually agreed
Every seed round comes with conditions. They sit in the investment agreement and the articles, and they are usually skimmed once, at three in the morning, in the week before completion.
The ones that bite are rarely the headline economics. They are operational. Information rights: what you have to send investors, in what format, how often. Consent matters: the list of decisions the company can no longer take without investor approval — hiring above a salary threshold, borrowing, selling assets, changing what the business does. Board composition, and how a board meeting is properly convened.
Founders get caught by consent matters more than anything else. Not through intent, but because the list lives in a document nobody rereads, and the decision that triggers it feels entirely ordinary at the time.
Ninety days is the right window to turn that document into a one-page operating note: what needs consent, who reports what and when, and which decisions the board must take rather than the executive. The note is worth more than the agreement, because people read it.
Weeks three to six: the option pool nobody finished
Almost every seed round creates or resizes an option pool. Almost no seed round finishes the paperwork.
The plan rules need adopting. The board needs to grant, properly minuted. Grant letters need to reach the people who were promised them, and the valuation underpinning those grants has to be defensible. Where the scheme is a tax-advantaged one, it has to be notified to HMRC to keep the treatment everybody is quietly assuming.
The cost of getting this wrong is not a fine. It is that an option a key hire believes they hold turns out, at exit, never to have been validly granted — or to have lost its tax treatment, which is the same conversation with a worse ending. Both are discovered at the least convenient moment, by the person least willing to be relaxed about it.
Weeks four to eight: the chain of ownership
The company sells a product. The question is whether the company owns it.
For employees the position is generally straightforward. For everybody else it is not: the contractor who built the first version, the agency that designed the brand, the university collaborator, the friend who wrote the deployment scripts in exchange for equity that never quite got documented. Ownership does not transfer because everyone assumed it had.
The same applies to open-source components inside the product, and to whatever data sits behind any models. Nobody needs a full audit at seed stage. Everybody needs a list: what is in there, on what terms, and where the gaps are.
Gaps close cheaply now. A missing assignment is a form and a friendly conversation this year. At Series A it is a negotiation with somebody who has just realised how much leverage they hold. At acquisition it is a price adjustment.
Weeks six to twelve: spending the money
New money means new suppliers, and new suppliers mean paper. Cloud and tooling commitments with automatic renewals. A first office, or a licence to occupy one. Recruiter terms that need to survive the same candidate being placed twice. Customer contracts that get larger and start arriving on the customer's paper rather than yours.
That last one is the real change. Pre-seed, you send your terms. Post-seed, your buyers are bigger and they send theirs — security schedules, service credits, audit rights, uncapped indemnities, data obligations that are operational commitments dressed as legal clauses. Somebody has to confirm the company can meet what it is signing before it signs.
What Dinmore Bell does with this
Dinmore Bell takes ownership of the list.
The filings run to a calendar. The investor conditions become an operating note the executive actually uses. The option paperwork is finished, minuted and notified. The IP chain is mapped and the gaps closed. Incoming customer and supplier paper is read against what the business can realistically deliver, then held in one contract control centre alongside the renewals, break dates and reporting deadlines — with somebody paid to act on those dates rather than to report them.
It runs on a fixed monthly retainer, scoped to the company, and it replaces the pattern where legal work happens in bursts around whatever has most recently gone wrong.
Where a specialist is needed
Some of this belongs with a named specialist, and Dinmore Bell brings one in and manages them.
The valuation and tax treatment behind a share scheme sit with a tax adviser. A patent filing sits with a patent attorney. Where a matter is a reserved legal activity, or heads towards court, we instruct and coordinate the right firm and stay accountable for how it turns out. You keep one point of contact and one bill you can understand.
Common questions
- What has to be filed after a seed round closes?
- New share allotments are reported to Companies House on form SH01 within one month of the shares being allotted, the register of members is updated to match, and the record of people with significant control is corrected if the round changed who controls the company. The annual confirmation statement then repeats the current position. The work is small; the deadlines are real, and the filing history is the first thing the next investor reads.
- What are consent matters, and why do they matter so much?
- Consent matters are the list of decisions the company agrees not to take without investor approval — typically borrowing, selling assets, hiring above a salary threshold, changing the business, or issuing further shares. They matter because the decision that triggers one usually feels ordinary. Turn the list into a one-page operating note the executive actually reads, rather than leaving it inside an agreement nobody opens again.
- Do we have to finish the option paperwork straight away?
- Yes, and ninety days is generous. The plan needs adopting, grants need minuting, grant letters need to reach the people who were promised them, and a tax-advantaged scheme has to be notified to HMRC to keep its treatment. An option that was never validly granted, or that quietly lost its tax status, is discovered at exit by the person least willing to be relaxed about it.
- Who owns code written by a contractor before we raised?
- The contractor does, unless they assigned it to the company in writing. Paying the invoice buys the work, not the rights in it. This is the single most common gap found in seed-stage diligence, and it closes cheaply now — a short assignment and a friendly conversation — while at Series A it becomes a condition of the round with the contractor holding the leverage.
- When does a founder-led company need proper legal support?
- Usually at the point where customers start sending their own contracts rather than accepting yours, which for most companies is shortly after a seed round. That is when obligations begin arriving faster than anybody can read them. An outsourced General Counsel function covers it on a fixed monthly retainer, which is what Dinmore Bell provides, with specialists brought in and managed where a matter needs one.
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