Fundraise Closing Checklist: From Term Sheet to Wire (2026)

Fundraise Closing Checklist

The gap between a signed term sheet and a wire is typically 4–8 weeks. Founders who lose momentum in this window sometimes see terms renegotiated or deals fall apart. This checklist keeps the process on track.

Week 1 — Term sheet signed

Sign the term sheet. Confirm exclusivity/no-shop period (typically 30–45 days). Introduce your lead to your legal counsel. Confirm the timeline and target closing date. Send a Series A working group list.

Week 2 — Diligence

Data room opened to lead. Diligence Q&A begins — expect 30–60 questions. Reference calls with customers and prior investors. Technical/security review if applicable. Background checks on founders (standard, not concerning).

Week 3 — Draft documents

Lead's counsel drafts the amended and restated certificate of incorporation, stock purchase agreement, investor rights agreement, right of first refusal and co-sale, and voting agreement. Your counsel reviews and negotiates.

Week 4 — Negotiate documents

Focus on protective provisions, information rights, board composition, and pro-rata rights. Most terms are standard; a good lawyer knows the market and won't fight cosmetic points.

Week 5 — Complete diligence and finalize

Address any remaining diligence items. Update cap table to reflect closing. Confirm option pool refresh. Prepare board and stockholder consents. Send signature packages.

Week 6 — Sign and wire

All documents signed. Wire instructions confirmed. Wire hits (usually 1–3 business days after signing). Press release drafted (release when appropriate). Update cap table platform. Set up board meeting cadence.

Post-close

First board meeting within 4–6 weeks. Send first monthly update within 30 days. File 83(b) elections for any new option grants. Confirm 409A valuation is fresh (get a new one if required).

Frequently asked questions

Can the lead walk after signing the term sheet?

Legally, yes — most term sheets are non-binding. In practice, a lead walking post-signature is rare and reputation-damaging. It happens only if diligence surfaces material misrepresentation.

Who pays legal fees?

Standard for the company to cover both sides, capped at $50–$100K depending on round size. Cap should be in the term sheet.

How long does the wire take?

Usually 1–3 business days after signature. International wires can take longer.

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• Startup Data Room Checklist: Every Document Investors Ask For, By Folder (2026)
• Startup Fundraising Due Diligence Checklist (Complete) (2026)
• Investor Meeting Prep Checklist (2026): 7-Phase Playbook
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