Securing investment can transform a Northern Ireland start-up – helping founders scale, hire, build a product, enter new markets, or expand into Great Britain and ROI. However, while financial projections are important, most early-stage deals ultimately succeed or fail based on their legal readiness.
Investors now perform deeper due diligence. They want assurance that your company is sound, risks are managed, ownership is clear, and governance is in order. Early preparation strengthens valuations, speeds deals, and reduces last-minute surprises.
Start-ups in Northern Ireland must meet key legal requirements – here’s what you need, plus a practical checklist to guide investor due diligence.
1. Your Company Structure
Most investors expect:
- A clean share structure (one class of ordinary shares, unless growth shares or options are required).
- Properly issued shares, recorded in the statutory registers and at Companies House.
Board Minutes or summaries so the board can keep track of where they are coming from and where they are going
Problems often arise where:
- Shares were never actually allotted (or filed).
- Equity was promised to advisers, friends, or early contributors without documentation. We have seen this cause real difficulties!
Tip: Keep statutory books up to date, as investors will request them immediately. If you don’t have them or don’t know you might, then check with your accountant. If they don’t have them, create new ones.
2. Your Intellectual Property
For many NI start-ups – whether in tech, software, brands, manufacturing, or life sciences – IP is the crown jewel. Investors want to see it owned by the company, not by founders, freelancers, or agencies.
Check that:
- All code, designs, trademarks, branding, and content are the property of the company.
- All founders and contractors have IP assignment clauses in their agreements.
- Trademarks and key domains are registered or, at a minimum, secured.
If the company does not clearly own IP, investors may pause or lower the valuation.
3. Contracts and Small Print Terms
Investors look at your:
- Customer contracts
- Supplier agreements
- Distributor or reseller contracts
- Data-processing agreements
- Website policies (privacy, cookies, terms of use)
They are checking for:
- Liability caps
- Clear service descriptions
- Proper data-protection compliance under UK GDPR
- Renewal/termination provisions
- Revenue concentration (e.g., reliance on one big customer)
In NI deals, incomplete or inconsistent contracts are common issues that arise during due diligence. They don’t absolutely have to be signed, as long as there is something in writing such as an email exchange showing agreement, or work continuing after terms were evidently sent/summed up in an email.
4. Employment and Incentives
Employees and contractors should have compliant contracts, including:
- Clear salary, bonus and hours of work
- IP assignment
- Confidentiality
- Non-compete / non-solicit protection (if it’s a reasonable balance it should be enforceable)
- Proper tax status (be careful where NI start-ups use “contractors”)
HMRC compliance with employees (PAYE, NIC etc.)
If using share options or incentives HMRC-approved Enterprise Management Incentive (EMI) schemes are attractive but have strict rules to comply
5. Financials
Investors will review:
- Business plans
- Filed accounts
- Management accounts
- VAT, PAYE, and Corporation Tax history
- R&D claims
- Grants and funding arrangements
For NI start-ups receiving support from agencies like Invest Northern Ireland, ensure grant letters and conditions are compliant and accessible.
CHECKLIST
Investor Due-Diligence Checklist for NI Start-Ups
Use this to prepare before entering discussions.
Corporate
- Up-to-date statutory registers
- Share certificates issued
- Accurate cap table (pre- and post-money)
- Accessible Articles, shareholders agreements, resolutions, and board minutes
Share Capital / Shareholders
- Clear record of allocations, transfers, and option grants
- No unrecorded promises of equity
Intellectual Property
- IP assignment agreements for all founders and contractors
- Trademark filings, domain ownership
- Evidence of code, design, and brand ownership
Commercial Contracts
- Customer and supplier agreements
- Partner / reseller contracts
- Standard T&Cs
- Data-processing agreements (UK GDPR compliant)
Employment & Incentives
- Employment contracts for all staff
- Contractor agreements with IP assignment
- Option scheme documentation (EMI where applicable)
- Organisational chart and role descriptions
Finance & Compliance
- Business plan or projections
- Latest filed accounts + management accounts
- Tax filings (VAT, PAYE, Corporation Tax)
- R&D claims documentation
- Grant funding agreements (e.g., Invest NI)
Litigation / Risk
- Details of any disputes, claims, or regulatory issues
- Compliance with sector-specific requirements
How Allsopp Campbell Rainey Helps Start-Ups Prepare for Investment
Our corporate team advises NI founders, SMEs, and scaling companies throughout the investment journey – from early structuring to closing a funding round.
We help clients:
- Draft investor-friendly Articles and Shareholder Agreements.
- Protect IP and commercial assets.
- Clean up statutory registers and Companies House records.
- Negotiate term sheets and investment documents.
- Support NI companies raising investment from London, Dublin, and international funds.
A brief investment-readiness review can prevent costly delays and increase valuations by reducing uncertainty.
For guidance on raising investment, contact Andrew Campbell or a member of the Allsopp Campbell Rainey team.