What was broken
A consumer-electronics company planned to raise institutional capital within the year but had never been through a formal fundraise. Its financials, compliance, governance, and cap table were not organised to the standard investors expect, and the founders wanted to be ready well before going to market.
What we did
CapEasy ran a comprehensive investor-readiness programme — organising financial and tax records, closing compliance gaps, formalising governance and statutory documentation, cleaning up the cap table, and assembling a diligence-ready data room. We prepared the founders for the questions investors would ask.
Where it landed
The company reached the market organised and diligence-ready, able to move quickly once investor conversations began. The preparation improved investor confidence and strengthened the founders’ position.
An Australian company already has a readiness standard — it’s just rarely checked
Under the Corporations Act 2001, every Australian company must keep a register of members, and if it has issued options, a register of option holders with a copy of every options document kept alongside it. These are not optional housekeeping — they are the statutory record of who owns what, and they are the first thing a lead investor’s due diligence request will ask to see, alongside the ASIC extract for the company itself.
The gap this engagement closed is the common one in any market: the register exists on paper somewhere, but it has not been walked forward against every allotment, option grant and transfer since incorporation. An investor’s lawyer treats a register that does not reconcile to the actual issuances as a problem to be resolved before term sheet, not after.
The 28-day clock most founders discover during diligence
Every time an Australian company issues new shares, it must notify ASIC within 28 days — the class, the number issued, the amount paid or owing per share, and for a proprietary company the updated member and shareholding detail, lodged through the company officeholder portal’s share structure table. Miss that window across a few seed rounds and convertible note conversions, and the ASIC record of the company’s share structure quietly stops matching its own internal cap table — exactly the mismatch a diligence process is built to catch.
The same 28-day rule applies more broadly to changes in company details, which is why a readiness programme run months ahead of a raise is different work from one run during it: it is the difference between updating a register as each event happens and reconstructing a year of them under a deadline set by someone else.
The annual review is a rehearsal for diligence, if you use it that way
ASIC’s annual review already forces a version of this discipline once a year: directors must pass a solvency resolution — usually within two months of the review date — confirming the company can pay its debts as and when they fall due, and lodge Form 485 within seven days if that resolution is negative or not passed. Treated as a formality, it is a fee payment and a signature. Treated as a checkpoint, it is the moment to confirm the member register, the option register and the ASIC-held company details all still agree with each other before an investor’s counsel is the one who notices they don’t.
CapEasy’s part in a readiness programme is the organising work: reconciled financials, a cap table walked forward against every instrument, and a data room where each figure ties back to its source document. Lodging with ASIC, passing the solvency resolution, and any advice on what the register or the annual review requires stay with the company’s directors and its registered agent — the same separation that already governs everything else prepared for an Australian company's BAS or tax lodgment.
What to take from it
- The register of members and the register of option holders are the statutory version of a cap table — investors read the statutory one first.
- A share issue triggers a 28-day ASIC notification clock; missed windows compound into a register that no longer matches reality.
- The annual review’s solvency resolution is a built-in yearly checkpoint — use it to catch drift before an investor does.
- Readiness done months ahead is reconciliation-as-you-go; readiness done during diligence is reconstruction against someone else’s deadline.
- Preparing the registers and the data room is our work; lodging with ASIC and advising on what they require stays with your directors and registered agent.