Fintech Startup — Statutory Cleanup for Series B Readiness
When a fast-scaling fintech hit Series B due diligence with disorganised statutory records, we ran a forensic readiness audit that closed every gap — and protected the founders' valuation.
A growth story outpacing its paperwork.
The company had scaled rapidly after its Series A, but that velocity came at the cost of administrative hygiene. As it entered due diligence for a significant Series B round, the founders realised their statutory records — minutes books, share certificates, and various Registrar of Companies (ROC) filings — were in disarray. Institutional investors read disorganised compliance as a red flag for weak governance, which can translate directly into lowered valuations or exhausting conditions precedent that delay funding. Our task was to repair the legal backbone before investor counsel ever opened the file.
How we rebuilt the legal backbone.
Cap Table Reconciliation
We reconciled the current cap table against historical ROC filings, ensuring every issuance was backed by perfectly executed Forms PAS-3 (allotment) and SH-7 (alteration of capital).
Statutory Reconstruction
We updated and digitised the minutes books in strict accordance with Section 118, and prepared reports under Section 121 (AGM) and Section 46 (share certificates) — a clear, chronological governance trail.
FEMA Remediation
We conducted a deep dive into Foreign Exchange Management Act compliances, closing out and securing acknowledgments for all past FC-GPR filings tied to foreign inward remittances.
Data Room Optimisation
We organised the entire corporate secretarial history into a data-room-ready structure, letting the incoming investors' counsel navigate it with zero friction.
The capabilities we brought to bear.
Corporate Secretarial Reconstruction
Minutes, statutory registers, and share certificates rebuilt to the Companies Act, 2013.
ROC Filing Verification
PAS-3 allotments and SH-7 capital alterations reconciled line-by-line to the cap table.
FEMA & FC-GPR Compliance
Foreign inward remittance filings closed out with departmental acknowledgments secured.
Due-Diligence Data Room
Investor-ready structure that turned a messy history into a frictionless review.
The results we delivered.
Statutory compliance is the foundation of valuation; cleaning it up during a funding round is far more expensive than maintaining it consistently.