Year‑end is the perfect time for a 90‑minute corporate tidy that protects valuation. We’ve boiled it down to cap table, minutes, PSC and ROE. If you’re raising or exiting in 2026, start here. Need a hand? Jamieson Law can run this as a fixed‑fee sprint.
Disclaimer: The article is for informational purposes only and does not constitute legal advice. For tailored advice specific to your circumstances, contact Jamieson Law.
Why this matters to buyers and investors
- Valuation protection: untidy equity or missing approvals look like governance risk. That risk gets priced in via lower valuations, heavier warranties, or escrow/holdbacks.
- Speed to term sheet & completion: clean records cut weeks off diligence and decrease your legal bill.
- Time saved: avoid last‑minute scrambles to chase signatures, consents and historic documents when a buyer asks.
- Negotiation leverage: a tidy data room reads as “well-run company”, which supports founder‑friendly terms.
The 90 Minute Tidy (three 30 minute blocks)
Block 1 (0–30 mins): cap table accuracy — the single source of truth
Goal: Align the spreadsheet in your model, the legal share register, and Companies House filings.
Checklist:
- Share classes & numbers match across: (a) your spreadsheet cap table; (b) the register of members; and (c) Companies House entries such as your confirmation statement.
- Option pool: confirm total authorised options vs. granted vs. lapsed. Clean up orphan or those gracefully‑forgotten options from departed leavers or unissued grants approved by the board but never papered.
- Convertible/ASA/SAFE notes (IOUs that can turn into shares): note when and how they convert, the cap and discount and confirm you have the required board approvals and investor consents.
- Founder vesting & leaver terms: make sure your cap table reflects the current vesting schedules and leaver rules so the share numbers are accurate.
- Warrants (often missed): keep a log of who holds them, how many shares, the exercise price, and the expiry date, and diarise the expiries.
Fixes you can do today:
- Issue replacement share certificates where missing; re‑issue lost certificate letters as needed.
- Prepare board minutes to ratify prior informal decisions (e.g., option grants) and to confirm the current cap table as the authoritative internal record pending any corrections.
Deliverable: A one‑page Cap Table Statement dated today, signed by a director noting any known reconciliation items and the plan to resolve them.
Block 2 (30–60 mins): minutes, resolutions & authority — what authorises your past deals
Goal: ensure every major action that investors will care about was properly approved and is easy to find.
Checklist:
- Board minutes filed and signed for: board minutes cover share allotments, bank mandates, material contracts, IP assignments, and any related‑party transactions.
- Shareholder resolutions: special resolutions (new share classes, articles amendments, disapplication of pre‑emption rights) must be signed and filed at Companies House where required.
- Authorities in force: do your company articles or a past shareholder resolution give the directors (a) authority to allot up to a certain amount of shares, and (b) permission to disapply pre‑emption rights to potentially save time and fees? Some shareholder resolutions expire after 5 years so you should review this and diarise any requirement to pass a new resolution in its place.
- Articles & option plan: make sure the latest versions (including schedules and any deed of amendment) are the ones in circulation. Mark older copies clearly as “superseded”.
- Contract signature blocks: verify signatory lists and authority particularly where you’ve used electronic signatures. Maintain a specimen signatures folder or DocuSign envelope log.
Quick wins:
- Create a Master Resolutions Index (date, subject, file path) so anyone – including the investor’s lawyer – can find approvals in two clicks.
- Prepare a catch‑up ratification minute to regularise any decisions that were made operationally but not minuted at the time.
Deliverable: One PDF folder with minutes, resolutions and an index sheet at the start.
Block 3 (60–90 mins): People with Significant Control (PSC) & Register of Overseas Entities (ROE)
Goal: make your statutory registers and public filings consistent and up to date.
PSC register (UK companies):
- Confirm who meets the PSC thresholds. This means identifying any person or entity who holds more than 25% of the shares, more than 25% of the voting rights, has the right to appoint or remove a majority of the directors, or otherwise has significant influence or control over the company.
- Match your internal PSC register to Companies House filings and your latest cap table – particularly after any funding rounds or option exercises.
- Where no one qualifies, record the “no registrable PSC” statement properly.
ROE (if you hold UK property via an overseas entity):
- Check the annual update is filed and that beneficial owner information matches your current structure.
- File any changes of beneficial owners or managing officers promptly.
Deliverables: updated PSC register (internal) and confirmation that public filings align and ROE update receipt (if relevant) saved to your records.
Now you have the “ready for valuation” document bundle
You’ve done the tidy-up – lets pull together the core pack so any buyer and/or investor (and their lawyers) can quickly understand your business.
- Recent accounts + management accounts: last filed statutory accounts plus up-to-date monthly/quarterly management accounts.
- Companies House extracts (directors, shareholders, PSCs): download current snapshots so the public record matches your internal registers.
- Cap table and register of members: a current cap table of record and the legal register of members that ties to share certificates, option grants and any convertibles and/or warrants. Note any authorised but unissued option pool and any valuation cap terms on convertibles.
- Major contracts: your top customer and supplier agreements, key leases, and important employment and IP assignment documents. Flag any change‑of‑control or consent requirements on the cover sheet so diligence doesn’t stall.
- IP register with filings/renewals: a simple list of trademarks, patents, domains and copyrights, with owner information, filing and renewal dates and jurisdictions. Include assignment deeds from founders/contractors and a brief open‑source register (libraries and licences) for software.
- Disputes, claims, warranties and/or indemnities: one short note that lists any ongoing or threatened disputes and/or claims and any warranties or indemnities you’ve given to third parties, with status and next steps.
- EMI/ESOP documents (if applicable): plan rules, HMRC notifications/valuations, board/shareholder approvals, and grant letters. Make sure leaver or vesting terms match the cap table.
How to package it: keep the pack in a single folder (ideally, your ‘data room’) with clear file names and dates. It’s important to have a short “issues & fixes” log with the date, issue, and action taken to demonstrate that you’re in control. This will also help negotiations move faster.
Want this done for you?
Jamieson Law runs fixed-fee year-end corporate tidy-ups: cap table reconciliation, minutes catch-up, PSC/ROE updates and a ready-to-share data room index. If you’re eyeing a raise or exit in 2026, this pays for itself in reduced legal time during diligence.
Book a quick call and we’ll scope what you need in under 15 minutes.
