What is Agile?
An Agile round lets you use funds as they come in, rather than waiting to close all investors at once as in a full funding round. This ‘rolling close’ approach allows you to keep raising investment even after the initial round has closed, enabling more flexible, ongoing fundraising. New investors simply sign an Adherence Agreement, binding them to the existing documents the company has in place - usually from an initial funding round.
The share price can be increased over the course of the Agile round as your valuation grows, but shares cannot be sold for less than the authorised minimum price.
Before you can start an Agile round, you need to have completed an initial funding round and have the relevant company documentation in place, such as your Shareholders' Agreement and Articles of Association. If you’ve already completed a funding round with FounderCatalyst, these will have been generated as part of that round; otherwise, you can use your own existing documents.
You must also authorise the creation of additional shares. This enables you to add investors and close investments over time without further approvals, as existing investors will have already waived pre-emption rights and provided the necessary consents.
This guide covers the two ways you could authorise an agile round, starting an agile round and closing it.
1a. Authorising an agile when defining your initial funding round - you can include the Agile authorisation in your initial round documentation. This means the authorisation is already in place if you decide to open an Agile round later. Jump to 1a
1b. Authorising an agile after your initial round - you can authorise an Agile round at any time using existing documentation. Jump to 1b
2 Starting and closing your agile round. Jump to Section 2
1a. Authorising agile shares when defining your initial funding round
When defining your initial funding round, you can authorise shares for a future Agile round. This means the required authorisation is included in your initial round documentation, so you won't need to approach your existing shareholders for this authorisation later.
In Step 1 - Defining, scroll down to What amount do you want to raise in an Agile round?
Enter the amount you would like to be able to raise through the future Agile round. The platform will automatically fill in:
- the minimum share price for the Agile round, defaulting to the share price in your current funding round, you can edit this.
- the maximum number of Agile shares that can be issued
- an Agile share deadline, da default date will be visible ready for you to edit. This should usually be around 6 months but can be set to up to a year.
The minimum share price, maximum number of shares and deadline provide protections for your existing investors. The share price cannot fall below the authorised minimum, the number of shares that can be issued is capped, and the authorisation expires at the end of the specified period.
You are authorising the shares at this stage; you do not need to start or pay for the Agile round at this point. You can open the Agile round later if and when you need it.
Once you've completed this section, select Save and continue.
The authorisation will be reflected in your initial round documentation. In the Intelligent Data Room, go to Current funding round → Investment documents → Subscription and Shareholders Agreement. You will see the authorised shares listed as additional new shares, including the maximum number of shares and minimum price.
When you are ready to open the Agile round, continue to Section 2 to see how to complete and close your Agile Round.
1b. Using your existing documentation and authorising an agile round
Use this method if your initial funding round has already been completed and you want to continue fundraising using your existing company documentation.
From your funding round page, select Start new funding round and then Authorise an Agile round.
Define your Agile authorisation
Enter:
- The amount you would like to raise through the Agile round.
- Your pre-money valuation. Check that this is correct, as it is used to calculate the Agile share price.
- The Agile share deadline.
The platform will generate the minimum share price and maximum number of Agile shares based on the information entered. You can edit the deadline if needed.
The usual Agile period is around six months, with a maximum of one year.
If you already completed the needed authorisation before joining FounderCatalyst, select the relevant checkbox and then select Finish defining Agile authorisation.
See below to understand what approvals are needed to authorise an Agile round.
If you have not already completed the Agile authorisation, leave the checkbox blank and select Finish defining Agile authorisation. FounderCatalyst will generate the documents needed to obtain the required approvals.
Because you are using your existing documentation, new investors will join your existing Subscription and Shareholders Agreement by signing an Adherence Agreement, rather than entering into a new SSA.
Obtaining the required approvals
Before you can use the Agile authorisation, the required approvals must be in place. Depending on your circumstances and existing company documentation, this includes:
- Board approval - the directors must approve the Agile authorisation, documented through board minutes.
- Shareholder approval - holders of at least 75% of the shares in the company must approve the Special Resolution.
- Investor consent, where applicable - if your existing company documentation contains investor consent provisions, you will also need consent from the required percentage of investor shares. The standard threshold is 50%, but this can vary depending on your existing paperwork, so you should check your Shareholders' Agreement.
If FounderCatalyst is handling the authorisation, you can view the generated documents in the Intelligent Data Room by selecting Current Agile Authorsation → Investors specific documentation. This is where you will find the shareholder resolutions and, where applicable, consent letters.
If you need to make changes, go back to Define on the authorisation to edit the round details to update the documents before sending them for signing.
Once you're happy with the documents, select Send notifications and move to signing.
Once all required approvals and consents have been obtained, your Agile authorisation is in place and you can move on to Section 2 to start the Agile round and add investors.
2. Starting an Agile round and closing investors
Once your Agile shares have been authorised, you can start your Agile round.
Go to your funding round page, then choose Start new funding round → Start an Agile round.
Unlike a standard funding round, an Agile round is not locked. Each investor is processed individually as they come in, so you don't need to wait for all investors to complete their documents before receiving and processing an investment.
Add an investor
- Select Add and choose the investor type.
- Enter the investor's details, including:
- first and last name
- email address
- scheme, if applicable
- share class
- number of shares they will be issued OR investment amount
- Select Add investor.
Before the Adherence Agreement has been signed, you can edit the number of shares allocated to an investor if needed. Select Edit, make the changes and select Save changes.
Once you're happy with the investor's details, select Send invitation. The investor will receive their Adherence Agreement to review and sign.
You can add and invite other investors in the same way.
Process each investment
Once an investor has signed their Adherence Agreement, you will see green signatures in the relevant columns.
If you need to make amendments after the agreement has been signed, submit a support ticket.
Once the investor's money has been received, select Mark as received, enter your login password and confirm that the money has been received.
This processes the investment and the shares are issued on an individual basis. You do not need to close the Agile round to receive the investment.
Close your Agile round
You can leave your Agile round open while you still have authorised shares available and the Agile authorisation has not expired.
Only close the Agile round when you have either:
- used all of the shares you authorised; or
- reached the Agile share deadline date.
To close the round, select Close round.
FAQs
Why is Agile so attractive for founders?
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Most cost-effective fundraising option at £1450+VAT for up to 12 months. This is uncapped, so you could raise millions for that fixed fee, and it includes S/EIS advance assurance. Alternatively, you can choose our Launchpad annual subscription (capped at £100,000pa) for £995 +VAT. Full details here.
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Founders can close investors immediately and receive cash. You close investors on a per investor basis, meaning you don’t need to close the full round before accessing funds. This allows you to start deploying capital quickly and raise further Agile investment as needed.
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Flexible valuation - there is a minimum share price the company cannot go below, but founders can increase the share price over time as valuation grows.
A practical example - if an early investor negotiated your valuation down, but you now have strong interest at a higher valuation, it can be difficult to bring new investors into the same round. In this case, you can close the initial round and immediately open an Agile round, allowing you to increase the share price.
How are existing investors protected?
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The share price during an agile round is set at a minimum value – usually no lower than the previous funding round. This ensures shares are not sold more cheaply than before.
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The number of shares offered is capped, ensuring investors are not diluted beyond a specified percentage.
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The timescale for the agile round is defined, preventing fundraising at the same price long after it should have increased.
What do I need to start an Agile round?
In order to start an agile round you need initial documents (Shareholders agreement and Articles etc) in place. If you have completed an initial funding round with FounderCatalyst, these will already be produced or you can use your previous documents not produced by FounderCatalyst.
Do I need a new Subscription and Shareholders Agreement (SSA)?
You don't have a new SSA in agile funding rounds. The very thing that makes them agile is the use of an adherence agreement, binding new investors to your existing paperwork.
Can I use the Agile function if I have existing non-FC paperwork?
Yes! You can authorise (taking care of any consents and the shareholder resolution process) and undertake an agile funding round using your existing paperwork. The adherence agreement simply attaches investors to that paperwork.
When are shares issued in an Agile round?
Shares are issued on an individual investment basis when you mark the investor's money as received. You don't need to close the overall Agile round before receiving funds or issuing shares.
Can I invite ‘Entry-Level’ investors to my Agile round?
Agile rounds can't have "Entry level" investors. Instead, assign any number of shares - even if not yet committed - and invite them to your Intelligent Data Room.
Does the second round have to raise the same amount of funds as the first and at the same value?
No, the share price can increase over time and you can raise different amounts – it really is agile.
How long can the agile funding round take place after the first round has closed?
The Agile authorisation can run for up to one year. The usual period is around six months, but the exact deadline is set when the Agile shares are authorised.
Extending your Agile Authorisation
The Agile authorisation only allows shares to be issued up to the deadline that was set when the shares were authorised. If you need to continue beyond that deadline, you will need to complete a new Agile authorisation using the Section 1b process.
What happens if I don't close a full Agile round?
The Agile authorisation does not mean that all authorised shares must be issued. Shares are only issued when you process an individual investment and mark the investor's money as received. If you don't sell all of your authorised shares before the deadline, the unused shares simply no longer exist.
What do we do if we need to change a right/protection?
You have to start a full priced round to do this, as you can’t change rights or protections during an agile round. This will be a New Terms round, not an agile round.
ASA vs Agile?
With ASAs, a founder has to issue new ASAs for each investor - they need to authorise each one, issue each one, and track the conversion trigger for each.
Whereas Agile is set up at the outset and investors sign an Adherence Agreement, making the process much simpler.
Agile also benefits the investor as they receive equity immediately and can reclaim SEIS sooner; with ASA, investors can only claim after the long stop date has passed or the ASA has converted in a qualifying funding round. Learn more about ASAs.
What admin do I need to do once I receive investment from an investor in an Agile round?
You are required to notify Companies House regarding the allotment of new shares via an SH01 - see our guidance on how to complete and file an SH01.
You can generate the ready-to-file SH01 form(s) via the cap table see our guide.
Your obligation is to submit an SH01 within a month of allotting shares, so most people 'batch' the submission of SH01s to catchup on filings that occurred in the last month rather than doing one SH01 per allotment.
If these shares are under the SEIS or EIS schemes, then you also need to notify HMRC via a process known as Compliance, we support you with this process.
Which document usually indicates if we need investor consent for a new round?
Your existing Shareholders' Agreement, Subscription Agreement or other investment documentation will usually set out whether investor consent is required. Not every company's documents contain investor consent provisions, so this requirement can vary.
Do I need to include all of our existing shareholders before starting an agile round?
Yes, those are the people you need to ask for consent (or to approve the shareholder resolution at least) so when you decide to go for this, we should ensure your existing captable is up to date and all shareholders have access to the platform.
On the platform, how can I apply a discount for a specific investor in agile investment?
In an agile round, your 'floor' on a share price is the amount you authorise. You should ensure that your floor is low enough to accommodate any discount you wish to offer. You can vary the share price over time in an agile round, but never below that set minimum.
Will an agile funding round dilute existing investors?
Yes, an agile funding round dilutes everyone, including founders and existing investors, in the same way as adding an additional investment as part of the original funding round.
Can we include SPVs from previous rounds in our agile round?
Yes, you can include SPVs (Special Purpose Vehicles) from earlier rounds in your agile round. Each SPV can be added to the funding round like any other investor entity. Learn more about SPVs.
After closing our crowdfunding rounds and adding those SPVs to the cap table, can we keep adding new investors to the agile round under the same terms?
Yes, the agile round allows you to keep adding new investors under the same terms until it expires. You can choose to add them individually or through additional SPV entries. For example, you can either list the SPV multiple times as it gathers new investors or combine multiple entries into a single, larger SPV investment - it’s entirely up to your preference.
Are disclosures from our first funding round automatically included in the Agile round, or do we need to disclose everything again?
Yes - your disclosure letter is carried forward from the first round. Investors in the Agile round benefit from those disclosures automatically, so you don’t need to re-submit them or create a new disclosure folder. Nothing further or more up-to-date is required.
Can I update or amend the disclosures or warranties from our previous round before inviting new investors in an Agile round?
No - you don’t update disclosures during an Agile round. Investors in your Agile round automatically benefit from the warranties and disclosures made at the time your previous round closed. You don’t need (and aren’t expected) to refresh or resubmit these disclosures.
Should the Adherence Agreements be countersigned?
No, an adherence agreement doesn't require signing by you or the company, it's signed by an investor only and then you issue a share certificate.
