Primarily, you can amend the documents on the platform using the optionality in Step 1 of the funding round. See the guidance on defining your round here. Specifically, you should avoid changes things like the company nominal value, the number of agile shares, the share classes and similar - all of these changes should be made through the platform interface.
There are a couple of further ways you can make amendments on the platform: In all instances, you should double check that any changes requested result in an output that meets your requirements. FounderCatalyst is not providing any guidance or review on your proposed changes - we will simply follow your instructions.
Small amendments:
However, if you need to amend documents in a way not available on the platform and the changes are relatively straightforward and small in number (<5) then you can follow this process - note: your should ensure that all settings in Step 1 of the platform are correct before following this process:
- Download the PDF files
- Open them in Microsoft Word
- Switch on track changes
- Make the amendments
- Send the files back to us
We’ll then make these amendments for you on the platform.
Important Note: Don't worry about amending page numbers, formatting, paragraph alignment etc - this will only make it harder to identify the changes.
Documents requiring significant changes
If you have extensive changes to any of the documents then we can export the file(s) in the standard markdown format. You can make the changes to the document and send to us and we’ll upload.
Some notes if you are going to go ahead with this:
- Read our FounderCatalyst Markdown guide below before starting
- Don't use custom edits to change any names or addresses - these details can be amended by the account holders settings pages
- Don't amend any changes to share numbers, share classes, SEIS/EIS status, nominal value or share price - these changes should all be made through the platform itself rather than by custom edits.
- We will not be able to apply custom edits to the Term Sheet(s) or the Subscription and Shareholder agreement Schedule 1 and/or Schedule 2.
- DO NOT change the N.N numbering convention - this autonumbers the document so you don't have to worry about it. Any changes to the autonumbering will make the documents even more brittle and may require you to make the changes to the markdown file again
- These changes can be brittle (ie if you change a setting on the platform these changes may not neatly apply and we’ll need you to re-edit the Markdown file) and you will be responsible for re-editing the documents if the edits no longer apply cleanly if you change settings on the platform.
- The previous points means: don't change anything on the Step 1 settings other than disclosures.
- There are various markdown editors available as apps for Windows and Mac and also browser based editors. We love Macdown for the Mac. But using a plain text editor is easiest and often produces cleanest output.
You should always provide a minimum of 24 hours to make custom changes to documents in this manner.
You can check the changes by following the provided steps.
FounderCatalyst Markdown guide
The following notes should help you to edit our exported markdown files:
- Use a plan text editor to edit these files - Markdown is very straightforward to read and edit - it's easiest to just use Notepad on a PC or Textedit on a Mac, ensuring that the files remain in TXT format and aren't converted to RTF or any other format. Don't try using a Word markdown convertor, don't use AI (unless you know what you are doing!), don't use anything else more complex.
- To indent sections, paragraphs in our markdown, use a tab for each depth of indent required. Do not use spaces to indent - this fails.
- Rather than writing markdown from scratch, it's often easiest to find a similar text block that you are trying to replicate and copy and paste this into the section you are editing.
- Number headings with N. / N.N / N.N.N etc should not be replaced with numbers - we'll do that when the documents are added to the platform.
- References: You can label any numbered section by placing !reference-name immediately after the number definition, then refer back to it elsewhere. This ensures cross-references stay accurate regardless of numbering changes. Example 'N.!test Test heading' in a heading and 'See section !test' in the body, which would autonumber the heading and then add the heading number in place of !test.
- We use some special tags: !!pagebreak - Forces subsequent content onto a new page. !!resetnumbering - Resets all numbering (useful before schedules). !!resettextbullets - Resets text bullet numbering only
- comment lines start with // and are ignored. Do not amend the FounderCatalyst provided comment lines
What if I can't do this? Can you help?
We are a SaaS platform with an extremely cost effective service. It's not possible for us to make an arbitrarily complex set of changes to 100 pages of documents within our fee structure. We would rather that you (or someone you engage) make the changes to the markdown file. If you really need our support to make changes, then we will do this at a cost of £100+vat per hour spent converting.
What happens if my changes don't fit with changes I subsequently make on the platform?
In these instances, at no point will we make available an incorrect SSA. FounderCatalyst staff will be alerted to this issue and we will contact you regarding how to resolve.
FAQs
Once we have requested the amendments to the SSA and it’s updated and re uploaded onto the platform, can we then still make edits through the ‘Defining’ stage?
You should try to get the settings right first and minimise changes – there’s a strong chance that the manual changes you’ve requested can conflict with the changes implied by settings changing on the platform
I need help writing the custom wording, can you help?
We cannot - we are not a regulated law firm and making these changes would constitute advice. We can however introduce you to an amazing lawyer or accountant, as appropriate, to help you write these changes. This will be a separate arrangement between you and the professional and will not be covered by the FounderCatalyst fees.
This markdown is all a bit complex, can you convert my changes to markdown for me?
We cannot - we are an amazingly priced fixed fee platform, so making an unlimited / potentially huge number of changes to all of your documents isn't commercially viable. If you have a significant number of changes and need support then we can introduce you to someone that can make these amends for you for a fee.
What do the following mean in the Shareholders Agreement?
"Each of the Founders and any Existing Shareholders agrees to vote in favour of the Shareholder Resolutions."
You will pass the authorisations required to implement the funding round.
"Funding round investor consents"
Most investors will insist on approving certain material and/or non-ordinary course actions before they are taken by the business, and in most cases this is viewed as reasonable. This relates to the rights of an investor or investors to prevent the company from taking (or agreeing to) certain actions without their consent. Consent from holders of over 50% of the investor shares is required. You can see the consents in schedule 5 of the Subscription and Shareholders Agreement.
Can I shorten documents i.e. the Shareholders Agreement?
Yes, this may be possible by following our guide. You can remove sections you consider irrelevant, and we can integrate these changes back into the platform. However, proceed carefully to ensure that no essential clauses are omitted, as they may be legally required or critical to the agreement's integrity.
Once changes have been applied to the documentation, can we add further investors if they join after?
Yes, you can add investors as normal.
Can the Shareholder Agreement be amended without all shareholders agreeing to the change? Wouldn't it still require a deed of variation or a new agreement signed by all shareholders?
The Shareholder Agreement allows for amendments if the following conditions are met:
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Consent Requirement: The prior written consent of the Company and shareholders holding at least 75% of all issued shares is obtained.
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Impact on Shareholders: If the amendment imposes new obligations, changes an express contractual right, decreases a right, or increases an existing obligation for a specific shareholder, the consent of the affected shareholder is required.
While this clause enables amendments without unanimous agreement in some cases, most amendments to a Shareholder Agreement typically involve imposing obligations or altering rights. As a result, such changes would necessitate all shareholders signing a new agreement or a deed of variation to reflect the changes.
