Getting help to raise: advisers, platforms and how to vet them

Getting help to raise: advisers, platforms and how to vet them

Most founders get help when they raise. An accountant tidies the numbers, a lawyer drafts the documents, and sometimes an adviser or platform puts the round in front of investors. Some of that help is worth every penny; some is overpriced, some unlawful, and a little of it is fraud.

This guide covers the kinds of firm that help a company prepare for a raise and reach investors, what each does and how each is usually paid; when that help becomes a regulated activity in the UK and the US; and how to check a helper before you sign. It describes kinds of firm and recommends none.

If you are earlier in the process, start with how to raise money for a startup and who to talk to when you raise.

Before you pay anyone

Much of the preparation can be done by the founders, or with free help:

• The story and the deck. Our notes on building a pitch deck and getting a data room ready cover what investors expect.
• UK tax relief. If investors will want SEIS or EIS relief, a director or the company secretary can apply to HMRC for advance assurance, though an agent may apply instead (HMRC). HMRC notes it will not tell you whether a particular investor qualifies.
• Free or low-cost advice. The British Business Bank's guidance pages explain the types of finance and point smaller firms to the ICAEW Business Advice Service for a free first consultation with an accountant (British Business Bank). In the US, SBA-backed Small Business Development Centers advise on access to capital, business planning and financial management (SBA).
• Being findable. You can publish an anonymous raise on TrustList's Companies raising board, where investors ask for an introduction.

Pay for help that closes a gap you cannot close yourself.

Who helps, what they do and how they are paid

Corporate finance advisers and placement agents

A corporate finance adviser helps set the size and structure of the round, prepares the information memorandum, builds a target list, approaches investors, runs the process and negotiates terms. A placement agent concentrates on the selling, often to institutions, family offices or wealthy individuals.

How they are paid: usually a retainer plus a success fee calculated as a percentage of money raised, sometimes with warrants or shares. Three terms decide the real cost: whether the success fee applies to all money raised or only to investors the adviser introduced; whether the retainer is credited against it; and how long the "tail" runs after the engagement ends. The worked example below shows how much these matter. This is the help most likely to be regulated.

Fractional or interim CFOs and accountants

A part-time finance lead builds the financial model, reconciles it to the management accounts, prepares the cap table and use of funds, and gets the company ready for financial due diligence: clean accounts, tax filings, contracts and payroll records. An accounting firm may also handle statutory accounts, R&D tax relief claims and SEIS or EIS paperwork.

How they are paid: a day rate or monthly retainer for a fractional CFO; fixed or hourly fees for accountants. A finance adviser who also wants a success fee on the round is becoming a fundraising intermediary, with the regulatory questions that brings. Compare accounting firms, or build the model yourself with business plan software.

Startup lawyers

Lawyers review the term sheet, amend the articles, draft the subscription and shareholders' agreements, prepare the disclosure letter and check the round against securities and financial promotion rules. For SAFEs, advance subscription agreements and convertibles, see ways to fund a company.

How they are paid: hourly rates, fixed fees for standard rounds, and at some firms a fee deferred until closing. Get a fixed-fee quote in writing with a clear list of what is out of scope. After closing, equity management software keeps the share register, options and dilution scenarios accurate.

Pitch-deck and narrative consultants

They sharpen the story, redesign the deck and rehearse the pitch and questions. How they are paid: a fixed project fee or a day rate. Ask to see decks for companies that went on to raise. A consultant who offers to send your deck to "their investors" is doing something else, and the regulatory sections below apply.

Virtual data room providers

Software for sharing due-diligence documents securely, with permissions, watermarking and a log of who opened what. How they are paid: a subscription, priced per project, month or user depending on the provider. Compare virtual data room software.

Investor databases and CRM tools

Databases list funds and angels with their stated stage, sector and cheque size; a CRM tracks conversations and next steps. How they are paid: subscriptions. Listings go stale, so confirm each investor is still active; our note on checking an investor shows how. In the UK, what you then send to individual investors may be a financial promotion.

Accelerators and investor-readiness programmes

Accelerators run fixed-length cohorts with mentoring, workshops and a demo day, and many invest cash for equity. Some publish their terms: Y Combinator, for example, states that it invests $500,000, of which $125,000 converts into a fixed 7% and $375,000 goes in on an uncapped MFN SAFE (Y Combinator). Other programmes use other models, so check what they take, what they give and whether follow-on investment is expected. Browse accelerators, incubators and UK funding programmes.

Crowdfunding platforms

An equity crowdfunding platform hosts your offer, checks investors, collects the money and often holds the shares through a nominee. How they are paid: usually a listing fee, a success fee and further charges. One UK platform, Crowdcube, publishes a listing fee of £4,995 to £9,995, a success fee of up to 8%, a platform fee of 2.5% of funds raised (plus VAT) and an annual nominee fee after the first year (Crowdcube). At the top rates, a £500,000 raise would cost about £62,500 before VAT, or 12.5% of the round.

The helpers side by side

Helper	Main job	Usual pay model	Regulatory point
Corporate finance adviser or placement agent	Structure, outreach, negotiation	Retainer plus success fee	UK: FCA authorisation; US: broker-dealer registration
Fractional CFO or accountant	Model, accounts, diligence readiness	Day rate, retainer or fixed fee	Professional body membership
Startup lawyer	Term sheet and investment documents	Hourly, fixed or deferred fee	SRA (England and Wales); state bar (US)
Pitch consultant	Story, deck, rehearsal	Fixed fee or day rate	Not regulated as such
Virtual data room	Secure document sharing	Subscription	Software
Investor database or CRM	Target list, pipeline	Subscription	Your outreach may be a promotion (UK)
Accelerator	Cohort, mentoring, sometimes cash	Equity, fees or neither	Read the terms
Crowdfunding platform	Hosts the offer	Listing, success and platform fees	UK: FCA-authorised; US: SEC-registered, FINRA member

When helping to raise is regulated in the UK

Two sets of rules matter: who may arrange the deal, and who may promote it.

Arranging deals in investments

Under section 19 of the Financial Services and Markets Act 2000 (FSMA), no one may carry on a regulated activity in the UK unless authorised or exempt (FSMA s19). Article 25 of the Regulated Activities Order makes two activities regulated where securities such as shares are concerned (article 25):

• making arrangements for another person to buy or subscribe for a particular investment; and
• making arrangements with a view to people who take part in them buying or subscribing for investments.

The FCA's perimeter guidance treats the second as broad. It covers arrangements made by introducers, and the FCA's own example is a firm that handles payment for and issue of shares when a company raises from private investors (PERG 2.7). The guidance notes a High Court judgment suggesting that introducing alone is not regulated, but the FCA still considers that some introductions are. The introductions exclusion in article 33 is narrow: it covers introducing clients to authorised or similar firms for independent advice or discretionary management.

Breaching the general prohibition is a criminal offence (FSMA s23), and an agreement made by an unauthorised person in the course of the activity is unenforceable against the other party, who can recover money paid (FSMA s26).

Some advisory firms are appointed representatives, carrying on regulated activity under the responsibility of an authorised principal (FCA). If a helper says it is one, check the principal too.

Financial promotion

Section 21 of FSMA stops anyone, in the course of business, from communicating an invitation or inducement to engage in investment activity unless they are authorised or the content is approved by an authorised person (FSMA s21). Breach is an offence (FSMA s25), and an investor who acts on an unlawful promotion may be able to treat the resulting agreement as unenforceable and recover money paid, though a court can allow enforcement in some circumstances (FSMA s30). Your deck, investor emails and an offer page can all be promotions.

Since 7 February 2024, an authorised firm needs specific FCA permission to approve promotions for unauthorised persons, with some exemptions (FCA). An adviser offering to "sign off" your deck should be able to show it.

Most early rounds rely instead on exemptions in the Financial Promotion Order:

• Certified high net worth individuals (article 48). Communications about shares or debt in unlisted companies, to individuals you reasonably believe have signed the prescribed statement in the last 12 months. Its thresholds are income of at least £100,000 in the last financial year, or net assets of at least £250,000 throughout it, excluding the main home and pension (explanatory memorandum to SI 2024/301). A prescribed risk warning and details of the sender must come first.
• Self-certified sophisticated investors (article 50A). The individual signs a statement, within 12 months, that they meet one of four criteria: an angel network or syndicate member for more than six months; two or more investments in an unlisted company in the last two years; professional work in private equity or SME finance in the last two years; or a director, in the last two years, of a company with turnover of at least £1 million (same memorandum).
• Certified sophisticated investors (article 50). A certificate from an authorised person, signed no more than three years earlier, plus the investor's own statement signed within 12 months.

These rules changed twice in 2024. New statements took effect on 31 January 2024 (Schedule 5) with higher thresholds of £170,000 income and £430,000 net assets (per the memorandum); from 27 March 2024 the lower thresholds returned, and January 2024-form statements stopped having effect after 30 January 2025 (SI 2024/301). Check that any statement you rely on is current and under a year old.

So a helper who emails your deck to "their network" is making a promotion, and should be able to tell you which route (authorisation, approval or exemption) makes it lawful.

Platforms and public offers

The FCA's guidance says a firm providing the means for a public offer that is not made under the new public offer platform rules is likely to be arranging (PERG 2.7). Since 19 January 2026, operating a public offer platform has been a regulated activity in its own right, partly so that companies that raised smaller sums through crowdfunding can make larger public offers (FCA PS25/10). Either way, check the platform on the FCA Register.

Brokers and finders in the US

The US question is whether your helper is acting as a broker. The SEC's guide asks whether a person takes part in solicitation, negotiation or execution, and whether their pay depends on the outcome or size of the deal ("transaction-based compensation"). It says finders who find investors may need to register, and that brokers register with the SEC, join a self-regulatory organisation such as FINRA and register with the states (SEC guide).

• Finders. The SEC proposed a conditional exemption for two tiers of finders in 2020 but did not adopt it (SEC statement, July 2025). Someone paid a percentage of what they bring in remains at risk.
• Risk to the company. The SEC warns that using an unregistered broker can lead to civil or criminal lawsuits, rescission (investors getting their money back) and trouble with future raises (SEC).
• No fee-sharing. FINRA Rule 2040 bars member firms from paying anyone who would have to register as a broker-dealer because of those payments (FINRA Rule 2040).
• Capital acquisition brokers. A FINRA category for firms that advise companies on capital raising and act as placement agents selling unregistered securities to institutional investors; they may not handle customers' funds or securities (FINRA).
• Public record. Form D, for Regulation D offerings, must name each person paid a commission or similar compensation for sales, including finders, with any CRD number, and state sales commissions and finders' fees (Form D). It is filed within 15 days of the first sale and is public on EDGAR (SEC).
• Bad actors. Under Rule 506(d), people paid to solicit investors are covered persons and the company must inquire into their record; a disqualifying event can remove the Rule 506 exemption or require disclosure (SEC).
• Crowdfunding. Regulation Crowdfunding allows up to $5 million in 12 months, raised online through one SEC-registered broker-dealer or funding portal (SEC), which must be a FINRA member (FINRA). If you pay anyone to promote the offering on the platform's channels, you must take reasonable steps to ensure they disclose it each time (SEC).

Other markets differ; see our guides for the UK, the US, India, Pakistan, the UAE and Saudi Arabia.

How to vet a helper

Check the registers

• FCA. Use the Firm Checker to confirm the firm is authorised and has permission for the specific service, check that the contact details you were given match (clone firms copy real ones), and search the Warning List (FCA).
• Companies House. Search the company, its officers and disqualified directors (Companies House).
• Solicitors. The SRA register shows whether someone is a solicitor, whether a firm is SRA-regulated, and who has been barred (SRA).
• US brokers. FINRA's free BrokerCheck shows employment history, regulatory actions, licences and customer disputes (FINRA); the SEC also points to Investor.gov and state securities regulators.
• Accountants. Ask which professional body they belong to and check its directory.

Ask for evidence, not claims

• References from three recent founder clients, including one whose raise did not close.
• Investors they closed rounds with in the last year, then ask those investors.
• Who else pays them: an adviser also paid by investors has a conflict.
• Who will do the work, and samples of what they produced.

Read the engagement letter

• Fee base: all money raised, or only from a named list of investors they introduce?
• Retainer: credited against the success fee or not?
• Tail: how long, and limited to investors they actually introduced.
• Exclusivity: a fixed term with a clean termination right.
• Expenses and equity: expenses capped; any warrants or shares on exact terms.
• Status: FCA reference or CRD number in writing.

Fee structures to avoid

• Large upfront fees for "introductions". The SEC's investor site lists offering to find financing for clients who pay a finder's fee in advance as an advance-fee fraud tactic (Investor.gov).
• Guaranteed funding. No honest helper can promise it.
• Success fees to unregistered finders in the US, or to unauthorised arrangers in the UK.
• Open-ended tails on any money from anyone, for years.
• Fees demanded by would-be investors for "due diligence" or "processing": the same advance-fee pattern.
• Pay-to-pitch events that cannot say how many presenting companies went on to raise.

Worked example: what the fee terms change

Illustration only. The fee levels are invented for the arithmetic and are not market rates.

A company raises £1.5 million. Its adviser charges £4,000 a month for four months (£16,000) and a 5% success fee. Investors the adviser introduced put in £900,000; £600,000 came from the founders' own contacts.

Terms	Success fee	Retainer	Total cost	Share of round
Fee only on introduced money; retainer credited	£45,000	credited	£45,000	3.0%
Fee on all money; retainer not credited	£75,000	£16,000	£91,000	6.1%

The headline rate is 5% in both rows, yet the second costs £46,000 more, and a tail that catches next year's round widens the gap. Negotiate the definitions, not just the percentage.

Where TrustList fits

When your materials are ready, publish your raise so investors browsing Companies raising can ask for an introduction, and prepare for investor due diligence. If you are unsure outside money is right at all, read should you raise money.

About this guide

General information, researched on 26 September 2026. It is not financial, legal or tax advice, and TrustList does not arrange or advise on investments. Rules change: check the linked sources and take advice from an authorised or qualified professional before relying on an exemption.