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You got the term sheet. Then their lawyer asked for the cap table. Not the one in your deck — the one that matches your actual register.

A raise stalls or dies far more often after the term sheet than before it — not because the story was wrong, but because nobody had checked whether the paperwork behind it still said the same thing.

4

records a diligence review checks — none of them your traction

What a due-diligence review actually checks before the money moves

Four things, checked, not executed in order

RESOLUTIONS

A resolution behind every share issued

Every round, every option grant, every conversion — approved in writing before it happened, not agreed on and filed later if someone asks.

REGISTER

A cap table that matches the actual register

What the deck says you own and what SSM's record says you own have to be the same document, not two versions that happened to agree once.

DEPARTURES

Anyone who left, properly out

A co-founder or early holder who's gone — bought out, resigned, transferred — with paperwork that says so, not just an understanding between the people who were there.

ASSIGNMENT

IP actually assigned to the company

Code, designs, the brand — built for the company, but only the company's own if it was formally assigned, not left sitting with whoever wrote it.

+ none of these show up in the pitch — they show up in the data room, read by someone who wasn't in any of the rooms where they happened

+ a raise rarely dies outright over one missing item. it stalls, gets re-priced, or the term sheet quietly expires while someone tries to reconstruct it

What a few loose ends actually add up to

Every company collects a few of these along the way — a SAFE that converted, an option grant promised in a message, a buyback everyone remembers but nobody minuted. None of it looked urgent at the time, because there was no lawyer reading the file yet:

1 undocumented event× every SAFE conversion, option grant or buyback since incorporation nobody circled back to filea diligence project of its own, before the investor's actually starts

None of it was dishonest. It's just what happens when 'we'll sort the paperwork later' meets a company that keeps moving — and by the time someone actually asks, later was years ago.

The company still answers for its own cap table

Whoever helps assemble the data room, the ownership record is the company's own — and it's the company that answers when an investor's counsel asks whether it's accurate, not whoever helped prepare the file.

Malaysian company law requires share issues, transfers and changes in ownership to be resolved and, in most cases, lodged with SSM within a set period, and it holds the company and its directors responsible for the accuracy of its own register regardless of who helped assemble the file for a raise. The precise statutory basis is being confirmed with legal before this page cites a specific provision.

The one question that decides this

Anyone can build you a pitch deck. Almost nobody checks whether the story it tells still matches your own register.

What happens once someone starts checking the history behind the deck

On preparing the materials themselves, a fundraising advisor and OCTIS do the same job. The difference shows up the moment an investor's lawyer starts checking what's behind them:

A fundraising advisor
Builds the pitch deck and financial model
Helps structure the round and its terms
Organises the data room for diligence
Coaches you through investor questions
Assembles the data room from whatever records you can produce — an old resolution, an outdated cap table spreadsheet, memory
OCTIS
Builds the pitch deck and financial model
Helps structure the round and its terms
Organises the data room for diligence
Coaches you through investor questions
Assembles it from the same account that's held every resolution and register entry since the company was formed

What a standalone raise-prep engagement has to chase, and what's already on file here

This is what confirming your own history normally costs in time, and what happens to each line when the records already live in one account:

Confirming a resolution exists for every share issuedAlready on record — filed the day each resolution was passedrequested from you, one round at a time
Reconciling the cap table against the actual SSM registerThe same account already holds both — nothing to cross-check manuallychecked by hand against a document you have to go find
Paperwork for a co-founder who already leftFiled when it happened, not searched for once a lawyer askstracked down after the fact, sometimes mid-diligence
What's left for the diligence team to doconfirm your history, not discover it
IP assignment or anything genuinely new for this raisestill drafted fresh — the account can't create a signature that was never obtained

Where a raise actually dies

What it looks like

The raise dies at the pitch — a story that doesn't land, numbers that don't convince.

What's actually true

More often it 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.

What a mismatch actually looks like on a cap table

This is an illustrative example, not one company's real numbers — but it's the shape of what a diligence review actually finds:

Ownership shown in the pitch deckFounder A — 42%
Ownership on the actual share registerFounder A — 38%
What the investor's lawyer seesA 4-point gap nobody can explain on the spot

Neither number has to be a lie for this to stall a round. An option grant that was agreed but never formally issued is enough — and once one line doesn't reconcile, the whole cap table gets checked by hand.

What the gap actually costs, in the unit that matters

Counted in documents, a missing resolution is one file.Counted in the way a raise actually runs, it's the weeks a term sheet sits waiting while your lawyers reconstruct something that happened three years ago.

A term sheet has its own clock. What it's waiting on is rarely the deal itself.

Where you actually are

This isn't a menu of tiers — it's a scale, and it decides whether starting now is even the right move:

StageWhat this is for you
Not raising in the next few monthsNot needed yet — come back when a round is realistically close.
Planning to raise in the next few monthsThis is for you — the paperwork gets checked before an investor's lawyer does.
Already mid-raise, term sheet in handStill useful, but the clock is tighter — tell us what's already moving.

There's no price on this page because there's no fixed scope to price — what it takes depends on how much of the last few years is already on record versus how much has to be reconstructed. Tell us your stage and your own records still have to come from you; we tell you what needs doing, in writing, before anything is quoted.

Who does the work

OCTIS's own licensed company secretarial team

They reconcile the registers, resolutions and cap table against the record. Anything that needs fresh drafting — a missing resolution, an assignment — goes to licensed lawyers on our panel.

What this actually is

Readiness, not introductions

This gets your paperwork able to survive a diligence review. It does not include introductions to investors, a warm network, or any claim about how likely you are to raise — said plainly now rather than after you've paid for something else.

Not the guarantee

The 30-day money-back guarantee doesn't cover this service

It covers new company incorporation and transferring your company secretary to us. There's no fixed price here to guarantee against either — what's quoted is agreed with you before any work starts.

Not covered

  • This is readiness, not access — it does not include introductions to investors, a warm network, or any claim about how likely you are to raise. What it changes is whether your own paperwork holds up once someone actually starts checking it.
  • The 30-day money-back guarantee covers only new company incorporation and transfer of company secretary — not this service. There's no fixed price to guarantee against; what's quoted is agreed with you before any work starts.
  • If you're not actually planning to raise in the next few months, this isn't urgent yet. Reconciling years of records takes real time on your side too — coming back closer to when you need it is the better trade.
What does an investor's due diligence review actually check before a funding round closes?

Four things, mainly: a signed resolution behind every share ever issued, a cap table that matches the actual SSM share register, proper paperwork for anyone who's left (bought out, resigned, transferred), and confirmation that any IP was formally assigned to the company rather than left with whoever built it. OCTIS reconciles these against a company's own records before an investor's lawyer does.

Do I need to notify SSM when I issue new shares to an investor?

Yes — Malaysian company law generally requires share issues, transfers and changes in ownership to be resolved and lodged with SSM within a set period, and it holds the company and its directors responsible for the register's accuracy regardless of who helped prepare a raise's paperwork. OCTIS reconciles this against a company's own register as part of getting the cap table ready for diligence.

What happens if a startup's cap table doesn't match its official SSM share register during a fundraise?

It becomes a gap an investor's lawyer has to get explained before the round can close — in one illustrative case, a 4-point difference between the ownership shown in a pitch deck and the ownership on the actual register was enough to stall it, even though neither number was false (an option grant that was agreed but never formally issued was the whole cause). OCTIS reconciles the cap table against the SSM register directly, since both already sit in the same account, instead of cross-checking two separately produced documents.

Does IP built by a founder automatically belong to the company, or does it need to be formally assigned?

Only if it was formally assigned — code, designs or a brand built for the company still legally sit with whoever created them until an assignment puts them on the company's own books, and that gap is one of the things a diligence review checks for. Anything found missing gets drafted fresh by the licensed lawyers on OCTIS's panel.

Does this include introductions to investors, or is it only paperwork readiness?

Only paperwork readiness — this doesn't include introductions to investors, a warm network, or any claim about how likely you are to raise. What it changes is whether a company's own resolutions, cap table and register hold up once an investor's own lawyer starts checking them.

What determines the cost of getting a company's paperwork ready for investor due diligence?

How much of the company's history is already on record versus how much has to be reconstructed — a company with every resolution filed as it happened costs far less to prepare than one piecing together years of undocumented SAFEs, option grants and buybacks. OCTIS quotes this in writing, stage by stage, once it knows what's already on file.

The pitch gets you the term sheet. The register decides if it closes.

Tell us when you're planning to raise. We tell you, plainly, what in your own history needs to be ready before someone else checks it.

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