How CPAs and Fractional CFOs Help Clients Prepare to Raise Capital (Without Becoming a Broker)

By Joel Arberman, founder of Prepared to Raise · 17 companies taken public, 30+ private placements prepared · Published November 9, 2026

Why the client's first call is to you

You already know the numbers, the owner and the business. You can tell in an hour whether the raise is a good idea, which the owner cannot. And investors in a private raise will ask for exactly the things you produce: statements that match the returns, a model that ties, a cap table that is complete. A client who arrives at investors with your work done closes; a client who arrives with a deck and nothing behind it does not, and then comes back to you to clean up.

The preparation work that belongs to you

• Normalize the financials. Two to three years of statements reconciled to tax returns, owner add-backs identified and documented, personal expenses separated. This is the single most common delay in a small raise, and you are the only one who can fix it.
• Build the model. A monthly three-statement forecast driven by operating assumptions, with the use of funds and the cash low point that sizes the raise. How the raise amount is derived.
• Produce return scenarios. What a representative investment receives in base, slow and strong cases, in dollars and dates. Investors turn to this page first. For most of your clients the return comes from distributions and a buyback, not a sale. The structures that work.
• Fix the cap table. Undocumented equity promises, an S election that blocks preferred units, a single-member LLC with no operating agreement. Found now, these cost hundreds; found by an investor's lawyer, they cost the raise.
• Advise on valuation and structure. A cash-flow multiple, not a startup revenue multiple; preferred units or a note rather than common equity for a business that will not sell. The math for $100,000. The legal drafting is counsel's; the economics are yours.
• Assemble the data room. Financials, tax returns, entity documents, contracts, leases, insurance, licenses, organized and named consistently.
• Plan the tax consequences of the raise and the structure, for the company and the owner, before the terms are set.

The line: what makes an advisor an unregistered broker

Federal and state law require anyone in the business of effecting securities transactions for others to register as a broker-dealer. Regulators look at what you do and how you are paid. The activities that cross the line:

• Identifying, contacting or introducing investors for the client's offering.
• Recommending the investment to anyone, including your other clients.
• Participating in negotiations between the company and investors.
• Handling investor funds.
• Being paid a percentage of the amount raised, a bonus on closing, or any fee contingent on success.

The last one is the brightest line. Transaction-based compensation is treated as the defining mark of broker activity, and it exposes both you and the client: investors may gain a right to rescind, and the arrangement surfaces in every later diligence. Why commissions are the problem. Bill hourly or by fixed fee for preparation work, document the scope, and decline the "small success fee" however it is framed.

A particular trap: a client asks you to mention the raise to your other clients. Even unpaid, that is solicitation on behalf of an issuer. If another client independently asks about investing, you can tell them the company exists and that they should talk to the owner directly; you should not recommend it or carry terms between them.

How to spot a client who should not raise

• The business is profitable and the money is for equipment or a location: a loan is probably cheaper. Investors or a loan.
• The owner cannot name the milestone the money reaches.
• The owner expects to hire someone to raise it for them. Why that mostly does not exist.
• The raise is larger than the owner's network can fund and there is no budget for a 506(c) campaign.
• The owner has already posted about the raise publicly and intends to use 506(b).
• The business depends entirely on the owner and there is no key-person plan.

Telling a client not to raise, or to raise less or later, is some of the most valuable advice you will give, and it protects the relationship when the alternative is a failed raise you were part of.

When to bring in a preparation specialist

Some practices run the whole preparation themselves. Many prefer to keep the financial work and refer the rest: raise strategy, exemption selection with counsel, investor materials, the document package, the outreach system and the rehearsal. A preparation firm that works on fixed fees and never contacts investors sits on the same side of the broker line you do, and it keeps your engagement inside the scope your malpractice carrier and your calendar can handle. What a capital raise consultant does and should cost describes the category.

Prepared to Raise works with CPAs, fractional CFOs, business brokers, bankers and other advisors whose clients want to raise $250,000 to $10 million. We prepare the raise on fixed fees ($15,000 to $25,000 after a $1,500 Readiness Assessment that is credited to the package), your client runs it, and your financial work plugs directly into ours. We do not pay or receive referral fees tied to the raise, and we never find, solicit or introduce investors. For advisors explains how we work together.

How to be paid for this work

Hourly, or a fixed fee for a defined scope (cleanup, model, return scenarios, data room), billed and collected regardless of whether the raise closes. Put the scope in the engagement letter and state that you will not contact investors or be compensated based on the raise. That sentence protects you, reassures the client's securities lawyer, and is exactly what a sophisticated investor's advisor wants to see when they ask who helped prepare the materials.

Related questions

Can a CPA be paid a percentage for helping a client raise capital?

No, not without broker-dealer registration. Transaction-based compensation is the clearest indicator of broker activity. Bill hourly or by fixed fee for preparation work, with no part contingent on the raise.

Can I introduce my client to another client who might invest?

Making introductions for an issuer is solicitation, even unpaid. If another client independently asks, you can confirm the company exists and send them to the owner, but you should not recommend the investment or relay terms.

What is the most valuable thing an accountant does in a capital raise?

Reconciled financials and a model that ties. Investors test the numbers first, and the most common reason a small raise stalls is historicals that do not match the tax returns.

Should a fractional CFO sit in on investor meetings?

Attending to answer financial questions is generally fine; presenting the offering, recommending it or negotiating terms is not. Keep your role to explaining the numbers and let the owner sell.

Where to start

Send clients who are thinking about raising to the 90-day preparation plan and the 12-point readiness checklist, and read how Prepared to Raise works with advisors.

This article is general information for founders, not legal, tax or investment advice. Securities rules depend on your facts; confirm your plan with a securities lawyer before you accept money.