Raising Funds for a Sdn Bhd: What Investors Actually Check

An investor's due diligence review on a Malaysian Sdn Bhd checks four things before money actually moves: a signed resolution behind every share ever issued, a cap table that matches the company's actual share register, clean paperwork for anyone who's left the company, and confirmation that any IP was formally assigned to the company rather than left with whoever built it. None of the four is about the pitch. All four are checked by someone who wasn't in the room for any of it.

Why a Term Sheet Isn't a Yes

A term sheet is provisional by design. It says, in effect, "yes, if the history behind this checks out." Not "yes." The checking is done by someone who was never persuaded by the pitch in the first place: an investor's own lawyer, reading the company's register cold and matching it against what the deck claimed. The pitch persuades a person. The raise only closes once a stranger whose entire job is to doubt the story stops finding reasons to.

The Four Things a Diligence Review Actually Checks

These aren't checked in sequence. They're four separate categories, and a reviewer moves between them as things come up:

• A resolution behind every share issued. Every round, every option grant, every conversion needs to have been approved in writing before it happened, not agreed on verbally and filed later if someone asks.
• A cap table that matches the actual register. What the deck says a founder owns and what the company's own register says has to be the same document, not two versions that happened to agree once and then drifted apart.
• Anyone who left, properly out. A co-founder or early holder who's gone (bought out, resigned, had their shares transferred) needs paperwork that says so, not just an understanding between the people who were there at the time.
• IP actually assigned to the company. Code, designs, the brand: built for the company, but only legally the company's own if it was formally assigned, not left sitting with whoever wrote it.

None of these show up in a pitch deck. They show up in the data room, read by someone who wasn't in any of the rooms where they happened. And a raise rarely dies outright over one missing item — more often it stalls, gets re-priced, or the term sheet quietly expires while someone tries to reconstruct what should have been filed years earlier.

Why the Register Matters More Than the Deck

Here's the shape of the gap a diligence review is actually built to catch. This is an illustrative example, not one company's real numbers, but it's the exact pattern that shows up: a pitch deck shows a founder owning 42% of the company. The actual share register shows 38%. Neither number has to be a lie for this to stall a round. An option grant that was agreed verbally but never formally issued is enough on its own, and once one line doesn't reconcile, the whole cap table tends to get checked by hand, line by line.

The lesson isn't that founders lie about ownership. It's that a deck is a story someone tells, and a register is a record someone filed — and by the time an investor's lawyer is involved, only the second one counts.

Where a Raise Actually Dies

Most founders expect the risk to sit at the pitch (a story that doesn't land, numbers that don't convince). More often, a raise dies quietly afterward: a term sheet already signed, and diligence turning up a share issue with no resolution behind it, or a cap table that doesn't match the register. By the time that happens, the story already worked. What's being tested next is whether the paperwork agrees with it, and a missing resolution that's "one file" in document terms can cost weeks on a term sheet's own clock while lawyers reconstruct something that happened three years earlier.

What a Financial Model Can Actually Prove, and What It Can't

Alongside the paper trail, most raises also involve a financial model, and it's worth being precise about what one is for. A model built from a business's actual bookkeeping and a set of clearly stated assumptions (pricing, hiring plans, growth rate) lets a lender, investor or board check the numbers rather than take a narrative on faith. What a model cannot do, and what no honest advisor will claim it does, is make the raise more likely. Approval is the investor's, the lender's or the board's own decision, made on their own criteria; a model gives them numbers they can check, not a lever on the decision itself.

One detail matters more than it seems: a model built once from figures typed in from memory is accurate on the day it's delivered and can be stale within a quarter, because nothing in it updates when the real numbers move. A model that can be re-based against actual bookkeeping as it changes stays useful past the day it was handed over.

When to Actually Start Getting Ready

Readiness work isn't equally useful at every point in a company's life, and it's worth being honest about which stage you're actually at before starting:

• Not raising in the next few months. This isn't needed yet. Reconciling years of records is real work on the company's side too, and it's a better trade to come back once a round is realistically close than to do it speculatively.
• Planning to raise in the next few months. This is the point where it matters most: the paperwork gets checked and, where possible, fixed before an investor's lawyer is the one finding the gaps.
• Already mid-raise, term sheet in hand. Still useful, but the clock is tighter. Whatever is already moving needs to be flagged immediately rather than discovered mid-diligence.

The pattern behind all three: a company that filed each resolution as it happened has far less to reconstruct than one piecing together years of undocumented SAFEs, option grants and informal buybacks. The gap between those two isn't the number of events (most companies have roughly the same number of these along the way); it's whether each one got written down when it happened or left for someone to chase down later.

What This Doesn't Include

Getting a company's paperwork ready for diligence is readiness, not access. It doesn't include introductions to investors, a warm network, or any claim about how likely a raise is to succeed — that's a different thing entirely, and conflating the two is exactly how a founder ends up disappointed by something they never actually bought. What readiness changes is whether a company's own resolutions, cap table and register hold up once someone starts checking them line by line.

Getting the Paperwork Ready

OCTIS's fundraising support service reconciles a company's resolutions, cap table and register against each other before an investor's lawyer does, and separately scopes and quotes financial modelling for a raise, a loan application or a board pack. Tell them when a raise is realistically happening, and what's already on file versus what has to be reconstructed decides the rest.