Red Flags
from the Diligence Desk
Short, plain-English notes on what a VC associate actually finds when they dig into a company — the filing patterns, cap-table gaps and term-sheet clauses that quietly stall a raise. Written for founders preparing to raise and investors triaging inbound deals. No jargon left unexplained.
- Regulatory1 July 20264 min read
Companies House identity verification: what the ECCTA changes mean for your raise
New UK rules require directors and people with significant control to verify their identity. Here's why it matters before you go out to raise — and what to do now.
Read→ - Red flag24 June 20263 min read
The person with significant control who isn't on your cap table
Your deck describes four founders. The PSC register lists a fifth name. To an investor that isn't a typo — it's an ownership question, and it stalls the conversation.
Read→ - Red flag17 June 20263 min read
The unsatisfied debenture that stalls a term sheet
"We have no debt." But Companies House shows a charge registered in 2024 that was never marked satisfied. Here's why an associate cares more than you'd expect.
Read→ - Explainer10 June 20263 min read
What an MFN clause in a SAFE actually does (and when it bites)
"Most Favoured Nation" sounds like a perk. In a SAFE it's a promise to your earliest investors that can quietly rewrite the terms of your whole pre-seed.
Read→ - Red flag3 June 20263 min read
Overdue accounts: the filing that quietly kills momentum
Filing your annual accounts a few weeks late feels like a minor admin slip. In diligence it reads as a signal — and it's one of the first things an associate checks.
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These notes are general information to help you prepare — not investment advice, not legal advice, and not a guarantee of any fundraising outcome. Companies House data can lag real filings by days or weeks.