General BusinessContent Creator

Investment prospectus: an outline for counsel to review

A prospectus is the document that describes an offering of securities to potential investors, covering the business, the offering terms, the risks and the financial information. The content and delivery that the law requires depend on the jurisdiction and the exemption counsel relies on, so this guide covers how to organise a draft for review, not what your offering must disclose.

Format notes

Plan for a long document, not a deck

Expect a long, carefully worded document

A prospectus is read closely and cross-checked, so it runs to many sections with a summary at the front. Give each section a heading that a reader can find from a contents list, and keep the numbered order stable between drafts so reviewers can compare versions.

Choose the final format with counsel

Counsel decides the format and the delivery method for the approved document. Content Creator generates one self-contained HTML page. It does not create PDF, Word or slide files, so the version your legal team approves has to be produced through that team's process.

Keep every figure with its period and source

Each number should show the period it covers, who prepared it and whether it has been audited or reviewed. A figure without that context is the first thing an investor or a reviewer will question.

Keep charts honest

A chart with a truncated axis makes modest growth look dramatic. Start the axis at zero, label it, or use a plain table when the exact figures matter more than the shape.

Section outline

The sections a counsel review will check

  1. Cover and legal notice

    The offering name, the issuer, the date of the draft and the notice wording that counsel sets for the audience and the places the offering may reach.

    80 words
  2. Summary of the offering

    What is offered, to whom, the price basis, the minimum and maximum amounts, the deadline and how to subscribe. State each term once, in one place, so readers do not find two versions.

    200 words
  3. The business

    What the company does, who its customers are and what it has delivered so far, described as facts with their dates. Do not describe competitors or the market size without a source a reviewer can check.

    350 words
  4. Use of proceeds

    How the money will be spent, grouped in categories with amounts, and what changes if less than the target is raised. Give this section the same level of detail as the risk section.

    150 words
  5. Risk factors

    The specific risks to the business and to an investor's position, ordered by how much they could matter. Counsel usually drafts or reviews this section, so mark the draft text for their attention.

    400 words
  6. Management and ownership

    Who runs the company, their relevant experience and who owns it. Include any arrangements that could affect control or the terms offered.

    200 words
  7. Financial information

    Financial statements prepared by the accountant who produced them, with their dates. Any projection appears in its own labelled part, with the assumptions beside it and the date it was prepared.

    300 words
  8. Transfer, questions and contacts

    Any restrictions on transferring what is offered, the governing law statement counsel supplies, and the people authorised to answer questions about the offering.

    100 words

Total: 1780 words

Mistakes to avoid

Where drafts of offering documents go wrong

Presenting projections as facts

Projected revenue or returns written in the same voice as past results can mislead readers. Label each projection, state its assumptions and date, and have counsel review the cautionary language that goes with it.

Leaving out the risks that matter

Readers look for what could stop the business or prevent a payout. A document that describes only the upside is incomplete. Draft the specific risks with the people who know the business, then ask counsel to review them.

Writing a sales pitch instead of a disclosure

Superlatives and adjectives are a warning sign in an offering document. Describe what has happened, what has not, and what is still uncertain, in plain words.

Treating a web page as the final document

A web page is a convenient format for drafting, reviewing and archiving. The version that is delivered or filed is the one counsel approves in the form they require, which may differ from the page.

Quality checklist

Before the draft leaves the company

  • Securities counsel has reviewed the final wording, the risk section and the list of people who may receive the document.
  • Each projection has its assumptions and a preparation date beside it.
  • Financial statements come from the accountant who prepared them, and their period and review status are shown.
  • The offering terms (what is offered, the price basis, minimum amount and deadline) appear once, in the summary.
  • The use-of-proceeds section is as specific as the risk section.
  • Questions go to people authorised to answer them about the offering, not to a general inbox.
  • The draft contains no bank details, tax identifiers or identity documents from readers.
Share the finished page

Control who sees each draft

Team link

A team link can give colleagues and advisers a draft while counsel reviews it. It is not a substitute for the distribution list counsel approves for the offering itself.

Public link

Do not publish a public link to an offering document unless counsel has approved that step in writing. Public access can reach people you did not select, and who receives an offering can carry legal consequences.

HTML download

Download the HTML file as an archived copy of a reviewed draft, with the review date in its name. That copy records what counsel saw. It is not necessarily the document you deliver to an investor.

WhatsApp share

The WhatsApp share button is not a suitable route for an offering document. Use the delivery method counsel specifies, and keep a record of who received which version.

Frequently asked questions

Is there a free investment prospectus template?

Templates for offering documents exist, but a template cannot tell you what your offering must disclose. Use this outline as a checklist for your own draft, then ask securities counsel to decide the content and format before anyone outside the company reads it.

Can I make an investment prospectus as a PDF or Word file?

Those formats are not produced here. Content Creator returns a single HTML page, which you can send by link or keep as an HTML download. The version your counsel approves may need another format, and your legal process should produce it.

How is an investment prospectus different from an investment proposal?

A proposal asks someone to consider a plan or a partnership. A prospectus describes an offering of securities and carries disclosure obligations. Label each document correctly, and ask counsel which one your situation requires before you share either.

Should I publish my prospectus on a public page to attract investors?

Not until counsel has approved how the offering may be shared and with whom. A public page can reach people you did not select, and that choice can carry legal consequences. This guide does not advise on that decision.

How is an investor update different from a prospectus?

An investor update reports progress to people who already hold an interest in the company, and it is written on a regular cycle. A prospectus describes an offering to potential investors. Do not use an update to add new terms or new projections without counsel's review.

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