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Raising & negotiating

Preparing a funding round: the file to put together

Preparing a funding round for an SME: what goes in the file, the figures a fund asks for, criteria published in Wallonia, and the mistakes that sink it.

ByCédric H.6 min read

A fundraising file has to show three things within minutes: a quantified, justified need, readable accounts over three years and a team able to deliver the plan. The rest (data room, contracts, legal detail) is prepared for due diligence. A fund quickly sets aside a file that does not answer those three points.

I have read files from both sides. At the bank, for eight years, then as financial controller of an SME opening its capital to an invest. The rejected files all looked alike: a round amount, no breakdown, and growth assumptions that nobody in the company would have signed off.

What goes into a fundraising file?

It is built in three levels, sent as the fund moves forward. Sending everything at once drowns the reader.

  1. For first contact: a two-page summary or a ten- to fifteen-page deck. Business, customers, figures for the last three years, project, amount sought, team.
  2. After a first meeting: the business plan with its assumptions, the financial plan (projected income statement, balance sheet and cash flow over three to five years), the cap table, the organisation chart.
  3. For due diligence: the data room. Articles of association, key contracts, leases, disputes, employment and tax position, intellectual property. The detail is in the article on due diligence.
LevelWhenDocumentsPrepared by
1First contact2-page summary or 10 to 15 slidesOwner
2After the first meeting3- to 5-year financial plan, cap table, organisation chartOwner and accountant
3After the letter of intentIndexed, dated data roomOwner, accountant, lawyer

Which figures does the fund ask for?

First, the need, broken down item by item. A file announcing "€1.5M to accelerate growth" does not get past the first filter. The same amount broken down opens the discussion.

ItemAmountTimingPlanned financing
New production line€900,000Q1 to Q3Bank loan and equity
Working capital linked to higher activity€350,000Year 1Equity
Hiring two export sales staff€250,000Years 1 and 2Equity

This table is built for the example. It also shows what the bank can carry (the production line, a financeable asset) and what falls to equity (working capital and hires, which banks finance poorly). That is often the starting point for a discussion with a growth fund: its equity lets the bank follow. The article on bank debt or equity covers that balance in detail.

Next come historical accounts and projections. Funds read the assumptions before the totals: prices, volumes, gross margin, customer payment terms, stock. Prepare three scenarios (cautious, central, ambitious) and be able to explain what moves you from one to the next.

Finally, the cap table before and after the deal. In percentage terms, it answers the question the fund asks straight away: how much capital for how much money. With €1.5M put in on a €4.5M valuation before the round, the fund holds 25% afterwards.

Projected financial plan and cap table on an owner's desk

Which criteria do Walloon and Brussels funds publish?

Several players publish their criteria, and reading them before you write saves weeks of waiting for a predictable no. Surveyed on the funds' websites on 15.10.2026:

PlayerPublished targetPublished ticketArea
ORSAIndustrial SMEs with 20 to 150 employees: growth, buyout, succession€500,000 to €2.5MWallonia
Namur InvestSMEs in the province, including below €500,000€100,000 to €2.5M generallyProvince of Namur
Invest.BWSMEs and start-ups not in difficultyUp to €2.5M, in one or several roundsWalloon Brabant
finance&invest.brusselsFrom the self-employed to scale-upsUp to €5M for SMEs, as co-investmentBrussels

Sources: ORSA, financing my SME and Namur Invest, frequently asked questions. For the nine players tracked by this site, the ranking of funds for SMEs applies these ticket and area filters.

An efficient round targets five to ten investors. Three filters are enough: the stage (seed, growth, succession), the published ticket, the area. Outside the published range, the file will not be looked at.

Which mistakes sink a file?

The ones I have seen most often fit in a few lines:

  • sending the same file to twenty funds without targeting, half of them outside their ticket or area;
  • stating a valuation in the first email;
  • presenting a round-number need with no breakdown or timetable;
  • hiding a dispute or a customer worth half of revenue: due diligence will find it, and trust does not come back;
  • leaving intellectual property in a founder's name rather than the company's.

The last one looks harmless. It has already pushed back a signing I followed, because a formal assignment had to be arranged before the deed.

How do you get the company itself ready?

Before opening the capital, tidy up the legal side. Articles of association up to date and suited to several classes of shares if needed. Complete share register. Written agreements with the managers (mandate, pay). Intellectual property in the company's name.

These points do not win a round. Their absence can make it fail at due diligence or push the valuation down. Your accountant and a corporate lawyer can check them in a few hours, well before the first meeting; the full process, from file to notarial deed, is set out in how to raise capital for an SME.

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Frequently asked questions

A short deck of ten to fifteen pages or a two-page summary: business, market, key figures for the last three years, financing need and use of funds, team. The detailed financial plan comes after a first meeting.

Three to five years is common. Funds mostly read the assumptions: prices, volumes, margins, working capital needs. Clear, well-argued assumptions are worth more than a very detailed spreadsheet.

The amount that funds the plan up to the next milestone, with a margin for delays. Asking for too much dilutes you for nothing. Asking for too little forces you to raise again on bad terms.

It is not a legal requirement, but funds value a personal commitment, especially in a buyout. In an MBO, the managers' contribution is often small compared with the total price, but it shows they are committed.

Not at first contact. Stating a figure too early anchors the discussion before the fund has understood the company, and a figure that is too high can be enough to get the file shelved. Valuation is discussed after the first meeting, based on the financial plan.

Your accountant for the accounts and the financial plan, a corporate lawyer for the articles and the future agreement. In Wallonia, your province's invest can also give a first view on whether the file is admissible before you approach other funders.

Photo de Cédric H.

From 2009 to 2017, Cédric spent eight years in the corporate lending department of a Belgian bank in Namur, on the side that turns files down and writes the covenants. He then became financial controller at an industrial SME in Hainaut just as a provincial invest took a stake in its capital. Based in Gembloux, he rereads the terms published by Walloon and Brussels funds and invests every month.