Once a term sheet is signed, the investor’s lawyers send a due diligence request list. A large part of it is about company records: who owns the shares, how they came to own them, and whether the company has kept up its filings.
Problems here rarely end a deal, but they slow it down and cost goodwill at the worst moment. Here is what gets asked for, and how to check your own records first.
The company records they ask for
- The constitution, with every amendment.
- A current ACRA Business Profile.
- The cap table, matching ACRA’s register of members share for share.
- The share history. For each share issue: the board resolution, the shareholders’ approval for the directors to issue shares that section 161 of the Companies Act requires, and the return of allotment filed with ACRA.
- Share transfers: the transfer forms, and evidence that stamp duty was paid.
- Share certificates for every holder.
- Statutory registers: directors, secretaries, registrable controllers, and nominee directors and shareholders.
- Minutes and resolutions, including AGMs or the documents dispensing with them.
- Annual returns and financial statements, filed on time.
- Anything that could turn into shares: ESOP rules, option grants, SAFEs and convertible notes.
- Registered charges over the company’s assets.
The accounts and tax records they ask for
Alongside the legal request list, the investor or its accountants will ask for the numbers:
- Financial statements for past years, and management accounts to a recent month end, reconciled to the bank.
- How revenue is recognised, especially for subscriptions and prepaid contracts.
- Corporate tax filings: the estimated chargeable income filed within three months of each year end, and the annual tax return due by 30 November.
- GST registration and returns, if registered. If not, whether you should have been. See when a tech company must register for GST.
- Payroll records, CPF payments and employment agreements, including invention assignment clauses.
- Balances with founders and related companies.
- Grant letters, and whether a change in shareholding needs the grantor’s consent.
The usual weak spots here are books that were kept carefully for the first year and then left, and founder money mixed in with the company’s: personal costs paid by the company, company costs paid personally, and no record of who owes what. See how founders should pay themselves.
Where young companies usually fall short
- The cap table is a spreadsheet that doesn’t match ACRA.
- Shares were issued without the shareholders’ approval the Act requires, or without existing shareholders waiving pre-emption rights the constitution gives them.
- A share transfer was never stamped.
- Share certificates were never issued. The Companies Act gives a company 60 days from allotment to have them ready.
- Options were promised in an offer letter or an email, but never formally granted.
- The register of registrable controllers was set up at incorporation and never updated.
- An annual return was filed late.
None of these is unusual, and all can be put right. What matters is who finds them first.
A five-minute self-check
- Download your Business Profile from Bizfile. Do the shareholders and share numbers match your cap table?
- Can you find a signed resolution for every share issue?
- Does every shareholder have a share certificate?
- Is everything you’ve promised, including options, SAFEs and advisor shares, written down in one list?
- Were your last two annual returns filed on time?
If any answer is no, fix it before the data room opens. Most fixes are routine paperwork, but they take a few weeks and some need shareholders’ signatures.
Get your own numbers straight
Investors also expect founders to be exact about what is on offer. Raising S$500,000 at a S$2 million pre-money valuation gives the investor 20% of the company. At a S$2 million post-money valuation, the same cheque buys 25%. Say which one you mean, and make sure the option pool is counted the same way on both sides.
Fix it before the term sheet
We call this a secretarial rescue. We review your filings, registers and resolutions against ACRA’s records, list what is missing or out of date, and put it right: ratifying resolutions, replacement certificates, corrected registers and any outstanding ACRA lodgements. If your records were never handed over by a previous provider, most of them can be rebuilt.
If the books are behind as well, we bring them up to date at the same time: bank reconciliations, management accounts to a recent month end, and any overdue tax or GST filings. You then go into the round with records and numbers that agree with each other.
When the round goes ahead, the same team prepares the share allotments, updates the registers and files with ACRA, so the completion paperwork matches the records your investors have just reviewed.
Raising in the next six months?
Have your records reviewed now, while there is time to fix what we find. Get in touch and tell us when you expect to raise.
This article is general information, not legal or tax advice. Based on the Companies Act 1967 and ACRA and IRAS guidance as at November 2026.