How to Prepare to Raise Capital for Your Business: The 90-Day Plan Before You Talk to an Investor

Preparing to raise capital means doing five things in order: decide how much you need and who will realistically fund it, pick the legal path that fits those investors, build numbers that hold up, write a story and materials investors can act on, and have the documents and filings ready before the first check arrives. Done properly it takes 60 to 90 days for a founder-led company raising $250,000 to $10 million. Most raises that fail do not fail in the investor meeting. They fail here, in the preparation, usually because the founder started with a pitch deck instead of a decision.

By Joel Arberman, founder of Prepared to Raise · 17 companies taken public, 30+ private placements prepared · Published November 8, 2026

What "prepared" means to an investor

An investor who has written private checks before runs the same silent checklist on every company, whether it is a software startup or a three-location dental practice. Before the second meeting they want to know:

The ask is specific. A number, a use of funds, and a reason that number is right rather than a round guess.
The numbers reconcile. Historical financials, the forecast, the deck and the founder's answers all tell the same story.
The path to a return is explicit. How and when the investor gets paid back, whether through distributions, a buyback, a refinancing, a sale or a public listing.
The legal side is handled. The right exemption, a signed subscription agreement, clean ownership records and the filings on a calendar.
The founder can run the process. Follow-ups arrive on time, questions get straight answers, and the data room is organized.

Everything below exists to get you to a "yes" on all five. If you want to score yourself first, use the 12-point readiness checklist. This article is the plan for closing whatever gaps that checklist finds.

The order of operations most founders get backwards

The common sequence is: build a deck, send it to everyone, see who bites, then scramble for documents when someone says yes. It feels productive and it wastes months. The deck depends on the numbers, the numbers depend on the amount and the structure, and the amount and structure depend on who is realistically going to invest. So the plan runs the other way:

Decide the raise (weeks 1 to 2).
Build the numbers (weeks 2 to 5).
Write the story and the materials (weeks 5 to 8).
Prepare the documents and filings (weeks 7 to 10).
Build the investor list, rehearse, launch (weeks 9 to 12).

The weeks overlap on purpose. A founder working on this part time, with a bookkeeper and a securities lawyer available, can finish in about 90 days. With help it compresses to six to eight weeks.

Weeks 1 to 2: decide the raise

Four decisions, made in writing, before anything else.

1. How much, and for what

Work from a 24-month plan: what you will spend the money on, what each dollar is expected to produce, and how long it lasts. Raise enough to reach a clear milestone (profitability, a second location, a revenue level that supports the next raise) plus a cushion, not a number that sounds impressive. Raising too little is the most expensive mistake in private capital because the second raise happens from weakness. If you are stuck between $500,000 and $1.5 million, this piece on how many investors it takes to raise $1 million shows how the amount changes the whole process.

2. Who will realistically fund it

Be honest about the three pools. People who already know you (customers, suppliers, colleagues, family, professional contacts) fund most first raises under $1 million. Accredited investors you have not met yet are reachable, but only with advertising and verification. The public, through crowdfunding, requires a campaign and a funding portal. Which pool you can actually reach decides the next two answers. The tech-startup advice about pitching venture funds does not apply to most operating businesses, and following it is why so many service-company raises stall.

3. Which legal path

Private raises in the United States run under an exemption from registration. Rule 506(b) fits raises from people you know. Rule 506(c) lets you advertise to accredited investors but requires you to verify each one. Regulation Crowdfunding lets anyone invest through a registered portal, with its own limits and disclosures. The choice follows directly from who your investors are; see which exemption should I use and 506(b) vs 506(c) for businesses that are not tech startups.

4. What you are selling

Common stock or LLC units, preferred units with a preferred return, a convertible note, a SAFE, or a loan. A cash-flow business that will never be sold to a strategic buyer should usually offer something that pays investors from profits, because "we will exit in five years" is not credible there. SAFE, note, loan or LLC units walks through the trade-offs, and how to show a return without selling the company covers the structure most service businesses end up with.

Deliverable at the end of week 2: a one-page raise memo. Amount, use of funds, investor pool, exemption, instrument, minimum investment, target close date. Every later document is built from it.

Weeks 2 to 5: build the numbers

Investors forgive a modest business. They do not forgive numbers that do not tie. In this stage you produce:

Clean historicals. Two to three years of income statements and balance sheets that match your tax returns, with owner's personal expenses pulled out and explained. If your books are a mess, fix them now; this is the single most common reason diligence drags.
A three-statement forecast. Monthly for 24 months, annual for years 3 to 5, driven by assumptions you can defend (customers, price, cost per unit, hiring, rent), not by a growth percentage typed into a cell.
Use-of-funds and runway. The raise amount should fall out of the model. If it does not, change one or the other.
Return scenarios. What an investor who writes a $50,000 check receives in a base case, a slow case and a strong case, in dollars and dates. This is the page most founders skip and the page sophisticated investors turn to first.
A current capitalization table. Who owns what today and what it looks like after the raise. Resolve handshake equity promises and undocumented early money before investors find them; here is how to fix an undocumented investment.

Have a CPA or an experienced fractional CFO review the model. The cost is small next to the damage of a model that collapses in the first serious meeting.

Weeks 5 to 8: write the story and the materials

Only now do you open the slide software. The materials most private investors expect for a raise under $10 million:

A 12 to 18 slide investor deck. Problem, what you sell, proof it works (revenue, retention, margins), the market you actually serve, the team, the plan for the money, the numbers, the terms, and the return. Ten minutes to present, readable on its own without you.
A two-page executive summary. The document that gets forwarded. Many investors decide from this alone.
An investor FAQ. The 20 to 30 questions you will be asked, answered once in writing so your answers stay consistent. What questions will investors ask is a good starting list.
A data room. A shared folder with the financials, formation documents, key contracts, leases, licenses, insurance, any litigation, and the offering documents once they exist. Organized by folder and named consistently. It signals competence before anyone opens a file.

What not to say

Everything you tell an investor, in writing or out loud, is subject to anti-fraud rules whether or not you file a formal disclosure document. In practice that means: no guaranteed returns, no "risk-free," no revenue projections presented as facts, no claims about customers or contracts you cannot document, and no describing the raise differently to different people. If a projection appears anywhere, the assumptions and the risks appear next to it. Tools like ChatGPT can draft a first pass of a deck, but they will not catch these problems; here is where AI-written materials go wrong.

Weeks 7 to 10: documents and filings

This is where a securities lawyer earns the fee, and where scope matters. You are buying document drafting and a compliance review, not fundraising advice or introductions. Do I need a lawyer to raise money, and what will the lawyer not do sets expectations. The typical set:

Subscription agreement and investor questionnaire, which is how an investor actually buys and how you document their status.
Amended operating agreement or shareholder documents so the new investors' rights, distributions and transfer restrictions are defined.
A private placement memorandum when you include non-accredited investors under 506(b), and often by choice in larger or advertised raises because it organizes the risk disclosure. What a PPM costs and when you need one explains how to decide.
Form D, filed with the SEC within 15 days of the first sale, and state notice filings in each state where an investor lives. Put the deadlines on a calendar before the first closing, not after.
Verification procedures if you are using 506(c); here is what verification involves and costs.

Start this stage before the materials are final so the lawyer is reviewing the deck and executive summary alongside the legal documents. Inconsistencies between the deck and the subscription agreement are a classic diligence finding.

Weeks 9 to 12: the list, the rehearsal, the launch

Preparation is not finished when the documents are signed off. It is finished when you can run the raise.

The investor list. Under 506(b), every name on it should be someone you have a real pre-existing relationship with. Build it before you launch: 100 to 300 names for a $1 million raise is normal, because only a fraction will invest. Rank them, note the likely check size, and decide who gets the first conversations. Under 506(c) the list becomes a campaign plan instead, with a landing page, an accreditation gate and a content calendar. How to raise $500,000 to $1 million from people who know you covers the network version in detail.
The outreach sequence. The first message, the follow-up, the meeting request, the post-meeting summary and the closing instructions, all drafted in advance so the process does not stall while you write emails at midnight.
A mock investor meeting. Present to someone who has invested privately before and who will interrupt you. Fix what breaks. One rehearsal usually changes three slides and two answers.
Closing mechanics. Where the money goes, who countersigns, when the minimum is reached, how you confirm receipt, and when the Form D clock starts.
The first update. Decide now what investors receive each quarter after they invest. A quarterly update template is enough. Founders who plan this raise again more easily the second time.

What preparation costs, and the three ways to do it

There are three ways to get through the list above.

Do it yourself. Cash cost is mostly the lawyer and the CPA. The real cost is three to six months of founder attention and a high chance of producing a deck-first raise anyway, because nobody is forcing the order of operations.
Hire specialists piece by piece. A pitch deck designer, a financial modeler, a securities lawyer, a fractional CFO. Each is good at the piece. Nobody owns the whole, so the deck says one thing, the model says another and the subscription agreement a third.
Use a fixed-fee preparation service. One party builds the strategy, the numbers, the materials and the document package together, hands you the outreach system, and stays through the raise. Prepared to Raise does this for $15,000 to $25,000 depending on the path, with a $1,500 Readiness Assessment first that is credited to the package. We never find, solicit or introduce investors; you run the raise, which is both the law for an unlicensed firm and the way early raises actually close. How we compare to a securities lawyer alone lays the options side by side.

Whichever route you choose, budget the lawyer separately and insist on a fixed scope.

Six preparation mistakes that cost founders the raise

Starting with the deck instead of the decision.
Picking a raise amount by what sounds good rather than what the model needs.
Pitching venture-style growth for a business that should be pitched on cash flow and a defined return.
Talking to investors before the subscription agreement exists, then losing momentum while the paperwork catches up.
Announcing the raise publicly under 506(b), which can disqualify the exemption. Can I post that I am raising money explains the line.
Paying a "finder" a percentage to bring investors. In most cases it is illegal for an unregistered person and it taints the offering. Here is why.

Where to start

Take the 12-point readiness checklist to see which of the five stages above needs the most work, or the 2-minute Raise-Ready Quiz for a quick read. The free guide Before You Raise covers the first two stages in more depth. If you would rather talk through your specific situation, the Readiness Assessment produces a written plan for your raise within five business days.

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.

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