Every UK funding round follows roughly the same pattern. A term sheet gets agreed. Lawyers get instructed. Then the real work begins.

Company counsel drafts the subscription agreement. Emails it to investor counsel. Investor counsel marks it up in Word, emails it back. Company counsel opens the attachment, runs a manual comparison against their last version, and tries to figure out what changed. Meanwhile, both sides are doing the same thing across five or six other documents at the same time.

This goes back and forth for weeks. Sometimes months. Not because the legal issues are that complex, but because the process itself is broken.

The version control problem

By the time a deal closes, there might be 15 versions of a shareholders’ agreement sitting across two firms’ email inboxes. Version 3 from company counsel. Version 3 (revised) from investor counsel. Version 3 (revised) (clean) from company counsel. Version 4 (final). Version 4 (final) (2).

Nobody is entirely sure which version is current. Partners ask associates to check. Associates spend an hour comparing documents in Word. The answer comes back: “I think this is the latest, but investor counsel may have sent something after 6pm on Friday.”

This is how most UK venture capital deals are run. Not because lawyers are behind the times, but because there’s been nothing purpose-built for this workflow.

Both sides working blind

The fundamental problem is that each side works in isolation. Company counsel can’t see what investor counsel is doing, and investor counsel can’t see what company counsel is doing. The only visibility either side has is whatever arrived in their inbox most recently.

When investor counsel raises an issue with the indemnity cap in the SPA, they send an email. Company counsel responds. Investor counsel comes back with a counter. This exchange might take a week over email. The substance of the discussion could have been resolved in an afternoon if both sides could see the same document and discuss the specific clause in context.

The ASA and CLN problem

Advance Subscription Agreements and Convertible Loan Notes are supposed to be the quick option. Simpler than a full equity round. Fewer documents, fewer parties, faster close.

In practice, they still take weeks. The ASA itself might be straightforward, but there are still board minutes, investor self-certification forms for SEIS/EIS eligibility, cap table calculations for conversion scenarios, and Companies House filings. Each document goes through the same email and Word cycle.

For CLNs, the interest accrual mechanics, conversion triggers, and events of default all need careful negotiation. Both sides need to agree on the longstop date, the qualifying financing threshold, and the discount rate. These aren’t complex legal concepts, but negotiating them across email threads and tracked changes in Word makes simple conversations take days.

What a better process looks like

Both sides of the deal work in one platform. Company counsel drafts a document. Investor counsel can see it exists but can’t edit it until company counsel hands it over. When they do, investor counsel gets the document with every change since the last version automatically highlighted. No manual Word comparison. No “which version is this?”

If investor counsel has an issue with a specific clause, they flag the exact text, set a severity level, and start a discussion right there in the document. Company counsel sees it immediately, responds in context, and the conversation stays attached to the clause it’s about. Not buried in an email thread with 14 people copied in.

When both sides are satisfied, each approves independently. Only when both company counsel and investor counsel sign off does the document move to signature. Nobody can push something through unilaterally.

What we built for UK rounds

DealSync includes templates for the three most common UK investment structures.

Advance Subscription Agreements with valuation cap mechanics, conversion discounts, HMRC-compliant SEIS/EIS eligibility documentation, board minutes, and Companies House filing support.

Equity Rounds with subscription agreements, shareholders’ agreements, amended articles of association, disclosure letters, Companies Act 2006 allotment authority and pre-emption dis-application, and EIS advance assurance.

Convertible Loan Notes with full CLN instruments, interest accrual mechanics, conversion triggers, events of default, withholding tax provisions, and note register management.

SEIS/EIS compliance sits inside each workflow. Advance assurance, investor self-certification, and compliant dissolution clauses are in the checklist from day one, not an afterthought three weeks after closing.

SenseCheck runs the AI review before company counsel sends to investor counsel. It reads the full text and flags missing clauses, inconsistencies, non-standard terms, and contradictions across documents. If the SPA says one thing about the indemnity cap and the shareholders’ agreement says another, both sides see it before signing.

Every action on the platform is logged. Who uploaded what, who approved what, who changed what, when. For SRA-regulated firms, that’s full audit logging with configurable retention without anyone having to think about it.

If your firm also runs IP licensing transactions, the same two-sided workflow applies across a longer lifecycle. We’ve written about how to manage an IP licensing portfolio. For partners running M&A books alongside VC rounds, see constrained autonomy on a live VC round or M&A book.

Mark Marley is the founder of DealSync. Connect on LinkedIn.