The warranty and disclosure stage of your investment round can feel dense—but it’s one of the most critical protections for you as a founder. Done well, it reduces your personal risk and helps build early trust with your investors.
This guide gives you:
A plain-English understanding of warranties
Tips on how to approach the disclosure process
A high-level overview of all warranties you’ll be asked to give
A link to a detailed blog to dig deeper when you're ready
A warranty is a legal promise from you to your investors that certain key facts about your company are true. These typically cover your accounts, legal compliance, contracts, IP, tax, employees and more.
A disclosure is how you protect yourself. If any warranty isn’t 100% accurate, you need to formally disclose that fact in the disclosure letter. Otherwise, you could be liable if investors later suffer a loss as a result.
Example: You say there are no legal disputes—but you’ve had a letter from a former employee threatening a claim. If you don’t disclose it, you could be personally liable later.
This isn’t just box-ticking. It’s one of the most important founder protections in the deal. Here’s how to approach it:
1. Get Familiar with the Warranties Early
You’ll be asked to confirm 21 things about your company. Most are standard, but if anything isn’t 100% accurate—you’ll need to flag it.
2. Use the Disclosure Letter Properly
Disclosures are your safety net. If you don’t formally disclose something, it’s as if it never happened—even if you told the investor over coffee. Be honest, clear, and detailed.
3. Use Specific Disclosures, Not Just General Ones
General disclosure (like “see Companies House”) helps, but it rarely protects you. Always make specific disclosures—especially for legal, financial, or IP risks.
4. Take Advantage of FounderCatalyst’s Support
The platform walks you through each clause, lets you upload supporting documents, and automatically creates your disclosure letter. Use it! It's designed to protect you.
5. Don’t Fear Over-Disclosing
Transparency now is safer than legal disputes later. Disclosure doesn’t mean the investor will walk away—it means they understand the risk before signing.
For a practical breakdown (with worked examples), we strongly recommend you read:
Demystifying the Warranty and Disclosure Process (FounderCatalyst Blog)
This article:
Explains the legal terms in founder-friendly language
Shows how the platform helps at every step
Includes examples of what to disclose and how
Clarifies how your Intelligent Data Room and folders work
It's short, super practical, and worth bookmarking while you work through Schedule 4.
Here’s a high-level overview of all the clauses you’ll be asked to confirm in Schedule 4 of your SSA.
Warranties protect the investor. Disclosures protect you.
The more accurate and honest your disclosures, the less likely you'll face issues post-close.
Use the FounderCatalyst platform tools—they’re built to walk you through this.
Read the full Demystifying the Warranty and Disclosure Process blog for worked examples, do’s and don’ts, and smart tips.
You can start a funding round in minutes with a free FounderCatalyst account, experiment with our service and see how easy it would be to save time, money, and emotional resources by using FounderCatalyst when raising your next funding round.
You can see a sample of the paperwork we'd generate, invite colleagues to act as investors, and truly experiment with how easy we make it. Then cancel the experiment round when you're ready to start a real one!
Ask away...