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How do you make your startup investor-ready?

Preparing for investor readiness: pitch deck, due diligence, legal structure, cap table, and valuation. What investors see before they invest.

Published on June 29, 2026 by MKBjuristen.nl
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Investor ready means: an investor can comfortably decide to invest in your startup within a few hours of due diligence. This requires a pitch deck, a clean legal structure (cap table, IP, employment agreements), financial projections, a data room, and a clear valuation rationale. Above all: traction — proof that you are building something customers want. Below: the building blocks, pitfalls, and the preparation needed 6 months before a round. Saskia (cleantech) has half of it in order — she is tackling the rest step by step.

The short answer

  • Pitch deck: 10-15 slides, problem-solution-market-traction-team-ask.
  • Cap table: clean share ratios, no small no-name shareholders.
  • IP: all IP held by the BV (no “founder keeps it private”).
  • Financial: P&L, cash flow, 3-year projection.
  • Data room: all documents ready for due diligence.

The pitch deck

Pitch to investors

Standard structure (Sequoia template, similar formats):

  1. Cover: company name, one-liner, contact.
  2. Problem: what pain are you solving?
  3. Solution: what is the solution?
  4. Market: how big is the market (TAM/SAM/SOM)?
  5. Product: how it works — screenshots, demo.
  6. Business model: how do you make money?
  7. Traction: customers, revenue, MoM growth, MRR/ARR.
  8. Competition: positioning vs. competitors.
  9. Team: who is building this and why is it credible?
  10. Financials: 3-year revenue/growth projection.
  11. Use of funds: where does the money go?
  12. The question: how much are you looking for at what valuation?

Keep it to 15 slides — investors skim in 5 minutes.

Clean up cap table

Investor-ready checklist for startups

A cap table with 8 shareholders at 2% each is a red flag — investors want a round structure. Pre-round cleanup:

  • Buying out small shareholders or consolidating them.
  • Convert family and friends into a convertible loan or stock options.
  • No “forgotten” shareholders (former colleague who lent €1,000 for 5%).
  • Founder vesting in order (typical 4 years with 1 year cliff).
  • Stock option pool for future hires (10-15%).

For BVs with a holding structure: investor often in the operating company; personal holdings of founders remain.

IP position

All intellectual property must reside with the BV:

  • Code: developed by employees/founders → BV. For freelancers: IP transfer in contract.
  • Patents: in the name of the BV, not in the name of the founder.
  • Trademarks: registered with Benelux/EUIPO in the name of BV.
  • Designs and know-how: documented and property of the BV.

Investors demand full IP transfer. Founder retains IP → deal-breaker.

Legal basis

  • Articles of Association: up-to-date, with a flexible shareholder structure (different classes).
  • Shareholders' agreement: tag/drag-along, leaver clauses, exit mechanisms.
  • Employment agreements: all key people signed, incl. IP clauses and non-compete.
  • Client contracts: documented, no handshake deals.
  • Compliance: GDPR, industry-specific (financial, medical).

Financial readiness

For due diligence:

  • Monthly P&L, cash flow, balance sheet for the last 12-24 months.
  • 3-year projection with scenarios (base/bull/bear case).
  • Unit economics: CAC, LTV, payback period, gross margin.
  • Runway: how long does the current greenhouse last?
  • Burn rate: monthly net cash outflow.

Data room

A structured shared drive with all DD documents:

  • Articles of association and register of shareholders.
  • Cap table with current status.
  • Financial figures and projections.
  • Customer contracts and partner agreements.
  • IP documentation (patents, code repositories).
  • Employment agreements and terms of employment.
  • Compliance documents (GDPR, industry).
  • Pitch deck and potential financial model.

Investor receives temporary access during DD. Smartly organized data room demonstrates professionalism.

Valuation rationale

How do you arrive at your requested valuation? Workable arguments:

  • Similar deals: other startups in your stage/industry.
  • Revenue multiples: 5-20x ARR for SaaS, different for B2C.
  • DCF: with projection to exit (in 5-7 years).
  • Pre-money/post-money: knows the difference and states explicitly.

Valuation too high = no deal. Too low = surrender to the investor. Test with multiple investors for a benchmark.

Traction to

The most important thing: prove that you are building something that works:

  • MRR/ARR (recurring revenue) — gold standard SaaS.
  • Customer growth (MoM 10-20% in seed/series A).
  • Pilots with major clients (logos count).
  • Letters of intent (LOI) from prospects.
  • Retention figures (churn, NPS).

No traction in pre-seed? Then a team-and-idea pitch with a strong founder-market-fit story.

Saskia's investor readiness

Saskia (cleantech, seeking €3M Series A):

  • Pitchdeck: under development — invests in pitch coach.
  • Cap table: 3 founders + 1 angel — clean.
  • IP: patent applied for in the name of BV — good.
  • Financial: P&L exists, projection is still rough.
  • Data room: still empty — work for 4 weeks.
  • Traction: 2 pilots with industrial companies — compelling story.

Plan: 3 months investor readiness, followed by 6 months of fundraising. Guidance by an M&A lawyer (€15,000) and CFO-as-a-service (€30,000).

Honest recommendation

Being investor-ready requires 3-6 months of preparation — not building a pitch deck in a single weekend. Invest in: a pitch coach, an M&A lawyer (cap table and shareholders' agreement), and a CFO-as-a-service (financial model). Combined, this costs €30,000-€80,000 but prevents a term sheet from being scrapped later in the due diligence phase due to avoidable details. For seed funding: less demanding; for Series A and higher: almost always necessary.

For other topics: writing a business plan, drafting a shareholders' agreement , and share purchase agreement (SPA).

Frequently Asked Questions

What is investor ready?

A startup where an investor can decide to invest within a few hours of due diligence — all legal, financial, and strategic documentation in order. Requires pitch deck, clean cap table, concentrated IP, financial projections, and data room.

What belongs on a pitch deck?

10-15 slides: problem, solution, market size, product, business model, traction, competition, team, financials, use of funds, the ask. Short version of a business plan, aimed at investors. Sequoia template widely used.

What is a cap table?

Table with all shareholders and their percentages — incl. founder shares, employee stock options, and previous investors. Clean up pre-investment round: consolidate small no-name shareholders, finalize founder vesting, reserve option pool.

Should IP be held by the BV?

Yes — all code, patents, trademarks, and designs registered in the name of the BV. Founder retaining IP themselves = deal-breaker. IP transfer via written agreements; for freelancers, via an explicit IP clause in the contract.

What is a data room?

Structured shared drive with all due diligence documents: articles of association, cap table, financial, client contracts, IP, employment agreements, compliance. Investor receives temporary access during the Due Diligence Review. Demonstrates professionalism.

How do I determine valuation?

Comparable deals in your industry/stage, revenue multiples (5-20x ARR for SaaS), DCF to exit, or bottom-up via growth potential. Explicitly state pre-money vs. post-money. Test with multiple investors for market benchmarking.

How long before the round starts?

3-6 months investor readiness, followed by 4-9 months fundraising. For seed funding: lighter. For Series A and higher: M&A lawyer, CFO-as-a-service, and pitch coach — total advisory costs €30,000-€80,000.

Please note: an article provides general information, but your legal situation may turn out differently.

A contract, conflict, or legal risk must always be assessed based on the facts, documents, evidentiary position, and interests. Are you in doubt? Have your situation assessed before you act.

Legal question regarding this article?

A blog provides explanation, but your situation often requires a concrete legal choice. MKB Juristen helps entrepreneurs with contracts, terms and conditions, GDPR documents, employment documents, disputes, and customized legal solutions.

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SME Lawyers at the Chamber of Commerce Source: Chamber of Commerce 2019
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