Founder–investor relationship: rights and obligations after fundraising

Fundraising does not end at closing: it opens a formative phase in which rights, obligations and governance mechanisms crystallise. In France, this framework rests on the Commercial Code for SAS companies and securities, the EU Prospectus Regulation and professional practice. This operational guide details what to do within 30–90 days and how to organise a healthy, lasting investor relationship.

What changes legally from closing

Closing day formalises securities issuance and investors' entry into the share capital. Legally, the SAS remains flexible (interaction between articles and shareholders' agreement), but statutory and documentary obligations begin immediately (Commercial Code; Legifrance).

Formalities to complete (day +30)

• Record the capital increase (minutes of a collective decision/extraordinary general meeting or delegated body), prepare the subscriber list and depositary's certificate.
• Update the articles and publish a legal announcement (JAL).
• File through the INPI single business formalities portal (RNE/RCS update, signed documents). Since 2023, all formalities go through INPI (INPI; Service Public Pro).
• Update the beneficial ownership register (RBE) within 30 days if economic control or executives change (Service Public Pro).
• Update the securities transfer register and registered share register.
• Tax declaration of the transaction where applicable (depending on the capital increase type) to the business tax office (SIE) within one month (Service Public Pro). Registration duties vary by increase method.

If a public offering was made, a prospectus may be required above €8m raised over 12 months, unless exemptions apply (Regulation (EU) 2017/1129; EUR-Lex, AMF).

For procedural steps and pitfalls, revisit the capital increase procedure.

Shareholders' agreement and articles: the relationship's structure

The SAS (Articles L.227-1 et seq.) allows governance and rights to be contractually defined through articles and a shareholders' agreement (limited to signatories). The Commercial Code broadly defers to freedom in drafting articles (Legifrance), hence the importance of a precise agreement.

Typical investor rights

• Information and reporting: quarterly pack (P&L, cash burn, runway, KPIs), annual budget and reforecast, reasonable management and data room access, notification of significant events (major dispute, data breach, pivot…). Good practice promoted by the industry (France Invest, Bpifrance).
• Governance: board/strategic committee seat, reserved matters with veto rights (dilutive issues, M&A, significant debt, BSPCE plan, budget, change of activity).
• Economic protection: liquidation preference clauses (non-participating/participating, capped), anti-dilution (full ratchet versus weighted average) and pre-emption/subscription rights.
• Liquidity: tag-along (co-sale right), drag-along (mandatory co-sale), pay-to-play, IPO or internal buyback clauses.

Typical investor obligations

• Pay in funds according to the schedule and conditions precedent (KYC, signed documents).
• Confidentiality, non-poaching and management of conflicts of interest (code of conduct: France Invest).
• Voting commitments on certain decisions (e.g. budget approval) and standstill (no increased holding outside agreed windows).

Founders' and company's obligations after fundraising

• Representations and warranties (legal, tax, employment/social security, IP, compliance). See our guide to asset and liability warranties in fundraising.
• Regular, reliable reporting (standards, cut-off, sourced KPIs). For a security incident or data breach, notification to the CNIL within 72 hours is mandatory if there is risk to individuals (CNIL).
• Ongoing compliance: GDPR, consumer/business law, AML/CFT through regulated providers if you use platforms (AMF; CNIL).
• Founder commitments: exclusive time commitment, non-compete/non-solicitation, vesting with good/bad leaver mechanisms, IP assigned to the company and kept up to date (declarations/filings: INPI).
• Operating covenants: debt ceiling, no dividends outside the threshold, no major acquisition without consent.
• SAS governance: removal of executives is governed by the articles/agreement; failing that, removal without cause remains possible subject to abuse (general principles; Legifrance).

To frame these balances from the offer stage, use our term sheet negotiation section, then secure them contractually through the agreement (essential shareholders' agreement clauses).

Sensitive clauses to negotiate carefully

• Vetoes and reserved matters: limit vetoes to structural decisions, add a sunset (expiry above a revenue/EBITDA threshold or at IPO).
• Anti-dilution: prefer weighted average with exceptions (employee plans, converted bank financing, strategic partnerships). To protect the cap table, also work on mechanisms to limit founder dilution.
• Liquidation preference: specify multiple, participation, cap, stack (pari passu versus senior/junior) and distribution order. Our liquidation preference analysis explains exit effects.
• Leaver: define cases (good/intermediate/bad), scope (ordinary/preference shares), price formula (fair market value, discount, earn-out).
• Liquidity: calibrate tag/drag (thresholds, minimum price, organised processes), ROFR/ROFO, information rights when an offer arises.
• Audit and access: frequency limits, enhanced confidentiality, scope (customer/personal data under GDPR controls).

Conflicts and exits: prevent, decide, resolve

• Deadlock: escalation (management → board → independent chair), mediation/conciliation (fast and confidential; Justice.fr), then shotgun or buy-sell mechanisms as a last resort.
• Information discipline: transparent reporting limits mistrust and delaying vetoes (Bpifrance).
• Prepare the exit (M&A, secondary, IPO): clarify consent rights, preference ranking and employee liquidity windows (BSPCE).

Operational checklist for 30–90 days after fundraising

1. Sign and archive: shareholders' agreement, updated articles, registers (transfers, shares), issuance minutes, subscriber list, certificates.
2. Formalities: legal announcement, INPI single portal, RBE, bank deposit, SIE if required (Service Public Pro).
3. Governance: board/committee calendar, board charter, bounded reserved matters, internal delegations.
4. Reporting: standardised pack (KPIs, finance, operations), schedule and shared tool (live data room).
5. Compliance: GDPR record, key contracts, IP (rights/INPI filings), risk mapping.
6. Human resources: incentive plans (BSPCE/BSA), internal information policy.
7. Investor communication plan: monthly note, quarterly call, materiality rules for notifications.

Penalties and risks for non-compliance

• Formalities: missing filings/articles/RBE = irregularities that may be invoked (unenforceability against third parties, fines, RCS delays). Risk of tax reassessment (penalties) (Service Public Pro).
• Prospectus Regulation: irregular offering = AMF and civil sanctions (nullity, damages) (AMF; EUR-Lex).
• Breaches of the agreement: specific performance, penalty clause, damages, or even termination of the transfer (practice; Les Échos Solutions).
• Deficient information: loss of trust, activation of vetoes/ratchets, difficulty raising again (France Invest).
• GDPR compliance: CNIL penalties, damage to valuation and exit transactions (CNIL).

Useful resources for securing the post-funding phase

For a structured view of stages and documents, consult industry summaries such as Eldorado and its key legal stages, or a fundraising legal guide (a useful reminder even after closing). For additional support for your financial trajectory, see our overview of aid and grants available in 2026.

Quick FAQ

1) Must the capital increase be registered with the tax authorities?

A formality may be required depending on the transaction type, within one month. Check with your SIE and through the INPI single portal (Service Public Pro).

2) Can the investor impose a veto over everything?

No. Limit vetoes to structural decisions. Include a sunset and deadlock-breaking mechanisms.

3) What anti-dilution protection is acceptable?

Weighted average with market-standard exceptions. Avoid full ratchet except in extreme cases. Also work on dilution prevention.

4) Is the agreement enforceable against everyone?

No, only signatories. Repeat structural clauses in the articles where relevant.

5) When should investors be told about a GDPR incident?

Without undue delay. And if there is risk to individuals, notify the CNIL within 72 hours (CNIL).

Further reading: manage founder dilution and frame protections through liquidation preference. Anticipate documentation with careful work on the term sheet and secure closing through asset and liability warranties and an impeccable articles update.