# Investment Memoranda for Accelerators and Venture Builders: Explaining and Recording the Decision | KEZ$

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Assess accelerator and venture builder services, equity, conflicts and cash needs through evidence, worked examples and a clear investment decision record.

[Accelerators and venture builders: diligence and governance](https://kezs.com.br/en/learn/accelerators-diligence)

# Investment Memoranda for Accelerators and Venture Builders: Explaining and Recording the Decision

Assess accelerator and venture builder services, equity, conflicts and cash needs through evidence, worked examples and a clear investment decision record.

KEZS team · Educational guide

[investment memorandum](https://kezs.com.br/en/learn?tag=investment%20memorandum)[accelerators](https://kezs.com.br/en/learn?tag=accelerators)[venture builders](https://kezs.com.br/en/learn?tag=venture%20builders)[governance](https://kezs.com.br/en/learn?tag=governance)[service valuation](https://kezs.com.br/en/learn?tag=service%20valuation)[intellectual property](https://kezs.com.br/en/learn?tag=intellectual%20property)[conflicts of interest](https://kezs.com.br/en/learn?tag=conflicts%20of%20interest)

[← Accelerators and venture builders: diligence and governance](https://kezs.com.br/en/learn/accelerators-diligence)[1. Explain the transaction the investor is accepting](https://kezs.com.br/en/learn/accelerators-diligence/investment-memoranda-for-accelerators-and-venture-builders-explaining-and-recording-the-decision#topic-1)[2. Define the investment perimeter and distinguish facts from assumptions](https://kezs.com.br/en/learn/accelerators-diligence/investment-memoranda-for-accelerators-and-venture-builders-explaining-and-recording-the-decision#topic-2)[3. Translate the program's contribution into verifiable deliverables](https://kezs.com.br/en/learn/accelerators-diligence/investment-memoranda-for-accelerators-and-venture-builders-explaining-and-recording-the-decision#topic-3)[4. Value services without confusing price, cost and capital](https://kezs.com.br/en/learn/accelerators-diligence/investment-memoranda-for-accelerators-and-venture-builders-explaining-and-recording-the-decision#topic-4)[5. Choose the instrument by the rights and risks it creates](https://kezs.com.br/en/learn/accelerators-diligence/investment-memoranda-for-accelerators-and-venture-builders-explaining-and-recording-the-decision#topic-5)[6. A worked example: keep the investment and service accounts separate](https://kezs.com.br/en/learn/accelerators-diligence/investment-memoranda-for-accelerators-and-venture-builders-explaining-and-recording-the-decision#topic-6)[7. Reconstruct cash and expose the risk between installments](https://kezs.com.br/en/learn/accelerators-diligence/investment-memoranda-for-accelerators-and-venture-builders-explaining-and-recording-the-decision#topic-7)[8. Design milestones that produce useful decision evidence](https://kezs.com.br/en/learn/accelerators-diligence/investment-memoranda-for-accelerators-and-venture-builders-explaining-and-recording-the-decision#topic-8)[9. Protect deliverables, intellectual property and operational continuity](https://kezs.com.br/en/learn/accelerators-diligence/investment-memoranda-for-accelerators-and-venture-builders-explaining-and-recording-the-decision#topic-9)[10. Address conflicts before they become disputes](https://kezs.com.br/en/learn/accelerators-diligence/investment-memoranda-for-accelerators-and-venture-builders-explaining-and-recording-the-decision#topic-10)[11. Select evidence that supports each conclusion](https://kezs.com.br/en/learn/accelerators-diligence/investment-memoranda-for-accelerators-and-venture-builders-explaining-and-recording-the-decision#topic-11)[12. Test adverse scenarios and survival decisions](https://kezs.com.br/en/learn/accelerators-diligence/investment-memoranda-for-accelerators-and-venture-builders-explaining-and-recording-the-decision#topic-12)[13. Record disagreements and negotiate who bears each risk](https://kezs.com.br/en/learn/accelerators-diligence/investment-memoranda-for-accelerators-and-venture-builders-explaining-and-recording-the-decision#topic-13)[14. Assign roles and create a complete decision record](https://kezs.com.br/en/learn/accelerators-diligence/investment-memoranda-for-accelerators-and-venture-builders-explaining-and-recording-the-decision#topic-14)[15. Correct errors without erasing the decision history](https://kezs.com.br/en/learn/accelerators-diligence/investment-memoranda-for-accelerators-and-venture-builders-explaining-and-recording-the-decision#topic-15)[16. Monitor execution and give each completed cycle a consequence](https://kezs.com.br/en/learn/accelerators-diligence/investment-memoranda-for-accelerators-and-venture-builders-explaining-and-recording-the-decision#topic-16)[Frequently asked questions](https://kezs.com.br/en/learn/accelerators-diligence/investment-memoranda-for-accelerators-and-venture-builders-explaining-and-recording-the-decision#faq)[References](https://kezs.com.br/en/learn/accelerators-diligence/investment-memoranda-for-accelerators-and-venture-builders-explaining-and-recording-the-decision#references)

What you will find 

Investing in a company supported by an accelerator or developed with a venture builder requires understanding two relationships that may coexist: investment and service provision. Founder preparation, product development and commercial support may improve execution, but they can also consume cash, create dependence and benefit related parties. The memorandum should explain how both relationships affect the company, who receives each payment and which rights the investor actually acquires.

01 

## Explain the transaction the investor is accepting

The document does not have to defend the transaction at all costs. Its purpose is to let another reader reconstruct the decision: the opportunity examined, the evidence available, the terms negotiated and the reasons the risk appeared acceptable in that context. A useful conclusion may be to invest, invest subject to conditions, defer or decline. The quality of the memorandum rests on that reasoning, including when the answer is negative.

A central question is how much of the funding will support the company's own activities and how much will pay the program that introduced the opportunity. Neither use is automatically inappropriate. Problems arise when program costs are hidden in the company's valuation, services are described as cash already invested, or equity rewards work whose scope remains undefined. The reader needs to see the full economic arrangement.

Start with a one-page summary identifying the company, instrument, amount, disbursements, expected ownership, principal risks, conditions and decision-makers. It should point to the detailed analysis rather than replace it. 'Approved by the committee' says little without the approved version, outstanding conditions and the identity of whoever had authority to commit. Separate the proposed transaction from the parts already documented or completed.

02 

## Define the investment perimeter and distinguish facts from assumptions

First identify where the assets, obligations and revenue sit. The investor may be examining an operating company, an entity holding several initiatives or a vehicle with interests in different businesses. Results achieved by other venture builder portfolio companies do not automatically belong to the entity receiving investment. Define the perimeter and explain contracts, transfers and dependencies that cross it, including access to people or technology held elsewhere.

Distinguish team experience from evidence about this project. Previous product development may support an assumption about technical capability; it does not establish demand for the current product. A working demonstration evidences a stage of execution, not repeatable customer acquisition. A submitted proposal differs from a signed contract, and a signed contract may still depend on acceptance or remain exposed to cancellation and nonpayment.

Label important statements by their nature and consequence. 'Two contracts are signed, subject to implementation' is a documented fact with work outstanding. 'Those customers may generate referrals' is an assumption. 'The team expects to complete implementation within the proposed budget' is an operating projection. These distinctions show what can be checked now and what depends on future behavior. They also prevent an optimistic forecast from quietly becoming an accepted fact.

Organizing information by project is consistent with KEZS's role in connecting entrepreneurial initiatives and potential funders through technology and intermediation. That method may help assemble material, but it neither establishes a specific operational capability nor replaces investor diligence. KEZS does not assign a credit score. Analysis and decisions remain the investors' responsibility, with gaps explicitly recorded wherever a material claim lacks sufficient support.

03 

## Translate the program's contribution into verifiable deliverables

Phrases such as 'ecosystem access,' 'strategic support' and 'commercial acceleration' express broad intentions. To assess the use of capital, translate them into activities and deliverables. Preparation might include reviewing the economic model and organizing indicators; product work might cover research, implementation and testing; commercial support might include segmentation, proposal follow-up and training. Each workstream needs an owner, relative timetable, acceptance criteria and cost.

Separate commitments to perform activities from objectively assessable outputs. A program can undertake prospecting meetings and document what it learns without controlling customers' purchasing decisions. It can deliver a feature that passes agreed tests without guaranteeing demand. This distinction avoids turning commercial targets into guarantees while preventing the supplier from treating any activity, however limited, as sufficient performance of an undefined scope.

Consider a package combining user research, an integration and sales support. Research acceptance might require consented records, a synthesis of problems and prioritization criteria. Integration acceptance might require tests, documentation and code access. Sales support could be assessed through qualified activities, opportunity progression and explanations of losses. Meeting counts alone do not demonstrate value: the evidence should connect the activity to a decision or usable result.

Record exclusions as carefully as inclusions. Infrastructure, internal recruitment, support after the engagement and third-party licenses may generate additional expense. If delivery depends on founder involvement, their availability is an explicit assumption. An apparently inexpensive schedule may be unworkable when one person must sell, approve product decisions and prepare data at the same time. The memorandum should expose that workload before treating the plan as feasible.

04 

## Value services without confusing price, cost and capital

Service valuation involves three different measures. Price is what the company agrees to pay. Cost is what the provider consumes to perform the work. Value to the company depends on usefulness, quality, alternatives and timing. None of these measures, by itself, establishes the company's valuation or the cash entering its bank account. A commercial price list for services is not equivalent to a financial capital contribution.

Request a breakdown of the package: professional profiles, estimated effort, deliverables, included expenses and provider compensation or margin. Comparing proposals does not require every salary detail. It does require knowing whether the company is buying effective capacity or paying for uncertain availability. External references with comparable scope can help, provided differences in quality, responsibility and knowledge transfer are considered rather than reduced to an hourly price comparison.

If the venture builder seeks equity for services, identify the economic obligation being settled that way. Explain whether a price is established, which deliverables earn compensation and what happens to unperformed work. A promise of future effort should not disappear into irrevocable ownership without examining milestones, interruption and quality. The contractual and corporate structure requires case-specific review; accepting equity as payment does not validate the service's stated value.

Look for duplicate compensation. The same work may appear in a monthly package, a structuring fee and the justification for an equity stake. Those charges may have an explanation, but it must be demonstrated. Reconcile every payment and right with its consideration. Until that relationship is clear, the investor does not know the transaction's full economic cost or whether existing shareholders are paying twice for the same contribution.

05 

## Choose the instrument by the rights and risks it creates

Equity provides an ownership interest under the applicable documents and exposes the investor to business performance, dilution and loss. A convertible instrument establishes conditions for future conversion or other contractual outcomes. Debt creates payment obligations that can strain cash before the product generates sufficient revenue. These are different arrangements, not interchangeable packaging. The memorandum must examine the selected instrument and the rights, priorities and obligations it actually creates.

For a convertible, a discount or valuation cap is only part of the analysis. Explain conversion events, a financing round smaller than expected, maturity and the outcome if no new investor appears. For debt, examine payment timing, any hypothetical financing charges used in the model, guarantees where present and compatibility with cash generation. Receivables financing requires attention to existing eligible receivables; hoped-for future sales are not already established receivables.

Services need their own terms even when the provider also invests. Development fees do not automatically become invested capital, and a promise of sales support does not create equity without an appropriate structure. In Brazil, a business operating as a MEI cannot admit equity partners while remaining a MEI. Any necessary change in legal structure must precede implementation of a transaction that depends on admitting those partners.

Regulatory analysis belongs in the memorandum. Public securities distributions and regulated financial activities require appropriate structures and providers; technology, intermediation or a CNAE economic activity classification is not sufficient authorization. A donation to a nonprofit is neither an equity investment nor a promise of financial return. Identify the relationship being contracted and refer specific legal questions for competent review. Do not treat reference materials as evidence of KEZS authorization.

06 

## A worked example: keep the investment and service accounts separate

Consider a fictional business software company with 540,000 ownership units, or quotas, before the round: 486,000 held by the founders and 54,000 by the venture builder. The builder initially owns 10%. For this hypothetical arithmetic example, the pre-money valuation is R$ 5.4 million, equivalent to R$ 10 per quota. A new investor negotiates R$ 600,000 in newly issued quotas, without buying any existing shareholder's holding.

The agreement provides for three conditional disbursements: R$ 300,000 initially, R$ 150,000 at the end of month three and R$ 150,000 at the end of month six. Assume new quotas are issued in proportion to cash actually contributed, always at R$ 10 each. That produces 30,000 quotas initially and 15,000 for each later installment. This issuance mechanism is an assumption of this contract, not a universal rule for funding rounds.

If all three contributions occur, total quotas reach 600,000. The founders retain 486,000, representing 81%; the builder retains 54,000, representing 9%; and the investor holds 60,000, representing 10%. The corresponding post-money valuation is R$ 6 million. The investor's stated 10% is achieved only after all disbursements and associated issuances occur. The founders and builder are diluted even though neither sells existing quotas.

Separately, the company engages the builder for six months at R$ 30,000 a month for product deliverables and commercial support: R$ 180,000 altogether. The provider estimates its cost at R$ 120,000, leaving an estimated gross difference of R$ 60,000 before other effects. This is the supplier's cost assumption, not an audit. Services generate no additional quotas in this example and do not increase the R$ 600,000 of cash invested.

07 

## Reconstruct cash and expose the risk between installments

The same company starts with R$ 90,000 in available cash. Expected monthly outflows are R$ 95,000: R$ 65,000 of other expenses plus R$ 30,000 for the program. Projected monthly receipts are R$ 25,000, giving expected net cash consumption of R$ 70,000 a month. To keep the arithmetic transparent, assume these outflows contain all relevant payments and that no other cash flows or investment earnings arise.

After the initial R$ 300,000 investment, available cash is R$ 390,000. It falls to R$ 320,000 at the end of month one, R$ 250,000 after month two and R$ 180,000 after month three, before the next installment. If the milestone is met and R$ 150,000 arrives then, cash rises to R$ 330,000. It subsequently falls to R$ 260,000 after month four and R$ 190,000 after month five.

At the end of month six, cash is R$ 120,000 before the final contribution and R$ 270,000 after the R$ 150,000 installment. The reconciliation is R$ 90,000 opening cash plus R$ 600,000 invested, less R$ 420,000 of net consumption over six months. Program payments account for R$ 180,000 of outflows during that period. This is a material use of funding, although cash is fungible within the company.

Show balances both before and after each installment. Reporting only the final R$ 270,000 conceals conditional funding that may arrive after payments fall due. Monthly closing balances also hide the lowest position within each month: payroll, supplier payments and customer receipts occur at different times. Where liquidity headroom is narrow, examine the payment calendar more closely. Projected cash is not guaranteed funding, and a positive month-end balance does not establish uninterrupted payment capacity.

08 

## Design milestones that produce useful decision evidence

Staging investment can limit initial exposure, but milestones must be verifiable and relevant. In the example, the month-three installment might depend on acceptance of an integration and implementation with customers who have authorized the necessary use of their data. The month-six milestone might require evidence of recurring use and receipts. Define the criteria before execution and choose measures that fit the product rather than convenient numbers with little decision value.

Each milestone needs an evidence source, an evaluator, a response period and a way to handle disagreements. An integration may pass technical tests without being usable by the customer. A payment may reflect recurring revenue or an exceptional implementation fee. Explain why the selected evidence reduces a relevant uncertainty and what remains unresolved after acceptance. Meeting one milestone does not establish the success of the entire business.

Extra care is needed when the builder supplies the deliverable that releases funding. It has an economic interest in both acceptance and continued service payments. The supplier should therefore not be the sole authority certifying its own performance. The company receiving investment should participate in acceptance, and material deliverables may justify independent technical assessment, with cost and timing proportionate to the risk and practical consequences.

Milestones can also distort incentives. Registration targets may encourage acquisition without use; proposal counts may reward volume without quality; a required sale may encourage discounts that destroy margin. Combine the main deliverable with observable safeguards. If delivery is late, distinguish execution failure, external dependency and a changed business assumption. Neither automatic release nor cancellation for an immaterial formality substitutes for assessing the agreed conditions and their purpose.

09 

## Protect deliverables, intellectual property and operational continuity

The investor needs to know whether the company can operate the product after its relationship with the program ends. That depends on code, documentation, access, licenses, data and technical knowledge. A functioning application does not establish that the company holds the rights or resources needed to maintain it. Identify what was created for the project, what belonged to the provider beforehand and what depends on third parties.

Contract review should examine the rights chain involving employees, contractors and subcontractors, together with reusable components. A builder may license its own tool to several companies, so exclusivity or full ownership may be unavailable. Understand the license's scope, duration, termination provisions and costs. Do not count something as a company-owned asset merely because the company has conditional permission to use it, particularly when continued access affects the business model.

Acceptance criteria should include continuity materials: a repository accessible to the company, deployment instructions, a dependency inventory and accounts under appropriate administrative control. Handle credentials through protected mechanisms, without exposing them in the memorandum. If infrastructure sits entirely in the provider's account, clarify transfer or transition arrangements, costs and responsibilities, including what happens during a dispute. A nominal handover is insufficient if essential access remains unavailable.

Customer data needs separate treatment, including purposes of use, program access and applicable protection and retention duties. Serving several projects does not entitle a builder to reuse private information across them. An integrity record may help detect alteration, but blockchain integrity does not prove content is true, establish legal title, demonstrate reserve solvency or guarantee payment. Private documents should not be placed on public blockchains merely to create evidence.

10 

## Address conflicts before they become disputes

In the example, the venture builder is both a shareholder and a supplier. It may help increase equity value while receiving payments that reduce company cash. That combination is not necessarily improper, but it makes conflict analysis essential. Identify who benefits from each decision, who has privileged information about execution and who can approve expenses or assess results. An ownership interest does not by itself demonstrate alignment on every service decision.

The conflict becomes sharper if the same representative negotiates the package, recommends the investment and participates in approving the engagement. A general declaration of alignment is insufficient. Possible controls include documented comparisons with alternatives, disclosure of relationships, recusal from the specific decision and approval by people without the same economic interest. Record the controls selected and the residual risk rather than implying that disclosure alone removes the conflict.

Less obvious conflicts also matter. A program might favor the project generating the largest service fees, allocate its strongest professionals elsewhere or recommend suppliers that pay commissions. It might selectively present one project's results to attract capital for its portfolio. Ask about indirect compensation, team commitments and resource allocation criteria. Do not assume every referral is independent or that the personnel named during negotiation will remain available throughout delivery.

Controls must operate during execution. Personnel changes, scope increases and related-party engagements need proportionate approval and disclosure rules. Whoever oversees the investment needs enough information to track their economic effects. If a conflict cannot be managed, possible responses include replacing the supplier, removing a person from a decision or declining the transaction. Record the basis and practical consequences, including transition expense and any remaining dependency.

11 

## Select evidence that supports each conclusion

Useful diligence starts with the question to answer, not a collection of files. To substantiate cash revenue, reconcile the relevant contract, billing and financial receipt. To verify the product, observe its operation and testing criteria. To assess services, connect scope, performance and acceptance. A commercial presentation helps locate claims but does not establish all of them. Evidence should answer the specific question for which it is being used.

Maintain an evidence index identifying the document, version, source, reviewer and conclusion supported. Restrict sensitive documents and avoid unnecessary personal information in summaries. Where information comes only from founders' or providers' statements, make that origin visible. Traceability lets a reviewer revisit a conclusion without giving every participant unrestricted access to the entire document set. Access controls and a useful evidence trail should support one another.

The example's R$ 25,000 of monthly receipts is a projection. Show how much depends on existing customers and how much requires implementation or sales not yet completed. If R$ 10,000 is evidenced and R$ 15,000 is expected, presenting the full R$ 25,000 as established distorts cash risk. Likewise, the provider's R$ 120,000 estimated cost must not be described as audited expenditure or treated as proof that the quoted price is appropriate.

Outstanding items need consequences. Missing evidence of an essential license may prevent closing; immature commercial data may justify a smaller investment or monitoring; a material inconsistency may require renewed analysis. Distinguish a condition to invest, a subsequent obligation and accepted uncertainty. Otherwise, a critical issue can disappear into a long administrative checklist. Assign responsibility so that unresolved evidence is considered at the point where it affects the decision.

12 

## Test adverse scenarios and survival decisions

Accompany the central scenario with variations that could change a decision. If monthly receipts are R$ 10,000 instead of R$ 25,000, net consumption rises from R$ 70,000 to R$ 85,000. Over six months, the accumulated difference is R$ 90,000. Assuming all investments occur and everything else remains unchanged, final cash falls from R$ 270,000 to R$ 180,000, leaving less room to correct the product or absorb delays.

Another scenario is failure to meet the month-three milestone. With the projected R$ 25,000 receipts until then, the company reaches that point with R$ 180,000 before the installment. Without subsequent investments and with continued monthly consumption of R$ 70,000, it ends month four at R$ 110,000 and month five at R$ 40,000. Month six produces a R$ 30,000 deficit, indicating payments cannot all be made without a change of course.

One hypothetical alternative is to terminate the package after month three, pay R$ 20,000 for transition and reduce monthly outflows from R$ 95,000 to R$ 65,000. With R$ 25,000 receipts, net consumption becomes R$ 40,000. Starting from R$ 180,000, subtracting transition and three months of consumption leaves R$ 40,000 after month six. This assumes termination is permitted, operations continue and revenue survives. Each assumption requires validation.

The purpose is not to recommend automatically cutting the supplier. Interruption may delay delivery and reduce sales, eliminating the savings. Explain who can decide, exit costs and when the option remains executable. Recognize the possibility of losing the entire investment. Staging and monitoring may improve discipline, but they do not guarantee recovery, liquidity or business survival. A scenario is a tool for examining consequences, not a promise that an intervention will work.

13 

## Record disagreements and negotiate who bears each risk

A committee may agree on the product while disagreeing about service pricing. Another participant may see milestones as too dependent on customers. Preserve identifiable disagreements, their reasoning and supporting evidence without turning the minutes into a transcript. Recording only the winning position removes information useful for monitoring risk and understanding negotiated protections. A dissent can identify an assumption that deserves attention even when the authorized decision is to proceed.

Suppose the builder requests the R$ 180,000 service fee upfront. Compared with paying only the first R$ 30,000 monthly installment, this removes an additional R$ 150,000 from cash initially. The remaining five monthly payments would then disappear. Without a discount and with all other assumptions unchanged, month-six cash would still be R$ 270,000. The route to that balance and the risk of recovering payment for unperformed services would differ.

The builder may need to reserve a team and commit capacity. The investor might accept a limited advance tied to evidenced mobilization or retain payments linked to delivery. Evaluate each protection's cost: excessively late payment can make an otherwise suitable provider unviable, while excessive prepayment shifts execution and provider-solvency risk to the company. Equal final cash does not mean equal liquidity exposure, bargaining power or recoverability along the way.

Exclusivity is another negotiable term. It may improve coordination while making an unsatisfactory supplier harder to replace. Explain the expected benefit, contractual duration and exit conditions. After negotiation, the recommendation must reflect the terms actually agreed. Keeping a conclusion written for an earlier proposal and merely attaching a new contract can conceal a material risk change. Revise the analysis where payment timing, scope or rights have changed.

14 

## Assign roles and create a complete decision record

Give the process identifiable owners. Analysts organize the thesis and evidence; financial reviewers check cash and ownership; technical reviewers assess product and continuity; legal reviewers examine instruments and rights; the authorized body decides. In small organizations, one person may hold several roles, but make that overlap visible. Wherever practicable, material calculations and conflicts should receive a second independent review proportionate to their significance.

The decision record should identify its subject, memorandum version, participants, conflict disclosures and conclusion. State the maximum authorized amount, instrument, disbursement schedule, conditions for each installment and authority to verify fulfillment. Explain what requires renewed approval, such as a price change, replacement by a related supplier, waiver of a material condition or larger commitment. These changes should not be left to implication or treated as routine administration.

In the worked example, the record could authorize the initial R$ 300,000 and specify conditions for the two R$ 150,000 contributions under the negotiated issuance mechanism. It must explain whether satisfying the milestones creates a binding obligation to fund or leaves residual discretion. That distinction affects company planning and investor obligations. The vague phrase 'installments subject to approval' does not adequately describe either arrangement.

Identify who communicates the decision and follows up outstanding items. Internal approval is not execution of the legal instruments, and signing is not proof of disbursement. Track the approved commitment, contracted obligation, money transferred and ownership formally established as separate states. This sequence reduces the risk of describing an investment as completed while documentation, transfer or issuance remains outstanding. Reconcile the record with the actual stage reached.

15 

## Correct errors without erasing the decision history

A common error is adding services to cash investment and announcing a larger total. Saying this company received R$ 780,000 because R$ 600,000 was invested and a R$ 180,000 package was contracted would be incorrect: the company itself pays for those services. Correct the account by reconciling inflows, outflows and any genuine noncash contributions. Do not count the same delivery twice to inflate the transaction or describe an expense as new funding.

Another error is reporting the investor's final 10% from the first disbursement. Under the assumed mechanism, the initial R$ 300,000 creates 30,000 investor quotas out of 570,000 total, approximately 5.26%. After the second contribution, the investor holds 45,000 of 585,000 quotas, approximately 7.69%. Ownership reaches 10% only after the third contribution and corresponding issuance. Records must follow each actual step rather than the intended completed round.

Execution can reveal another failure: a deliverable was accepted, but documentation is insufficient to operate without the supplier. The response goes beyond requesting a missing file. Revisit acceptance, measure dependency, negotiate remediation and assess the next installment. If the problem shows that the original criteria were inadequate, correct the assessment procedure as well as the individual project. Otherwise, the same weakness can affect later deliveries.

Material changes should produce an identifiable memorandum version or addendum that preserves the earlier conclusion and explains the change. Do not silently rewrite a projection to make it appear accurate. Record the error, its economic effect, the corrective decision and its approver. This supports learning without treating every revision as an accusation, while retaining accountability for material omissions, mistaken calculations and decisions made with insufficient evidence.

16 

## Monitor execution and give each completed cycle a consequence

After the first contribution, the memorandum becomes a reference for execution monitoring. Compare actual cash, accepted deliverables, receipts and dependencies with approved assumptions. The aim is to detect changes affecting payment capacity, service usefulness or the business thesis, rather than demand an explanation for every minor deviation. A recurring indicator earns its place when it can inform action. Reports should distinguish an observed change from an untested explanation for it.

In this example, reconcile the R$ 30,000 monthly program payments with deliverables and acceptance, compare receipts with the R$ 25,000 projection and update cash before each contribution. Check that the contracted team remains available and the company retains access to assets. A concise report can show the deviation, explanation, expected effect and response owner. Reporting activity alone is insufficient when cash or dependencies are moving beyond the accepted assumptions.

At the end of the package, decide whether to continue on new terms, bring work in-house, replace the provider or end the service relationship. The builder's existing equity does not oblige the company to renew. Ending services does not automatically extinguish ownership rights. Assess each relationship under its own instruments, including transition costs, preservation of knowledge and the team's capacity to execute without the previous arrangement.

Close the cycle by consolidating what was delivered, what it cost, which rights were formalized and which assumptions remain open. The next decision should begin with that evidenced position. Good documentation guarantees neither profitability nor an exit, but it makes commitments and reasons for accepting risk visible. The memorandum's practical value is to connect capital, obligations and evidence to decisions that can be examined, challenged and revised.

FAQ 

## Frequently asked questions.

### Should the venture builder's equity stake be assessed together with its service agreement?

Assess both relationships together to understand incentives, while keeping their accounting and terms distinct. Equity may compensate an earlier contribution or result from a separate investment; the service contract may pay for additional work. Check whether the same deliverable is being rewarded twice, what benefit each relationship provides and how services can end. Being a shareholder does not make the builder a mandatory supplier or establish that its price is reasonable. Existing ownership and future service commitments need separate explanations.

### How can an acceleration package be compared with building an internal team?

Compare equivalent deliverables and capacity. Alongside price, consider recruitment, coordination, tools, continuity, knowledge transfer and time to the first usable output. An internal team may require more initial effort; an external package may create dependence or constrain priorities. Explain which activities must remain within the company and which can be outsourced. Comparing the program's monthly fee with isolated salaries leaves out material costs and responsibilities. Also examine whether either option can realistically provide the required capacity when it is needed.

### What distinguishes an investment condition from a monitoring indicator?

A condition determines whether an investment authorization or obligation can be executed under the relevant instruments. An indicator informs business monitoring and may prompt review without necessarily blocking funding. Evidence of rights over an essential component might be a closing condition, while weekly usage could be monitored afterward. State the consequence attached to each item and who decides. Making every indicator a funding condition can make the arrangement unpredictable and increase disputes, particularly where results depend on customers rather than the company's performance alone.

### Can services be paid for with equity instead of cash?

Structures may provide equity as compensation, subject to appropriate contractual, corporate and tax analysis. This does not eliminate economic cost: existing owners are diluted, and the company assumes obligations or grants rights. Examine the assigned price, scope, performance milestones and treatment of interruption, and verify that rights to the deliverables actually reach the company. No cash payment does not mean free work or independently validated value. In Brazil, an entity cannot admit equity partners while retaining MEI status, so the company's legal structure also matters.

### What should happen when committee members disagree about a material risk?

Preserve the dissenting argument, its basis and the approved decision's response. Where proportionate evidence can resolve the question, obtain it before committing. Where uncertainty is inherent in the business, decide whether to accept it, change terms or decline. Assign responsibility for monitoring any accepted material risk. Documented disagreement neither permits bypassing the decision process nor requires unanimity unless the applicable rules demand it. The record should show how the concern affected the terms or why the authorized decision proceeded despite it.

### Does an independent assessment resolve conflicts in hiring the builder?

It can strengthen analysis of price, quality or acceptance, but it does not remove the underlying economic interests. Examine the assessor's independence, scope and limitations. A technical opinion on one deliverable does not establish that the entire package is the best commercial alternative. Effective controls combine appropriate assessment, transparent compensation, approval without undue influence and contractual options to correct or replace services. Consider the assessment's cost and remaining uncertainty; independence is a characteristic to verify, not a label that proves every relevant question has been answered.

### What role can a platform play without replacing the investor?

Connecting projects and potential funders may help organize scopes, documents, capital needs and proposed terms. This describes a method of technology and intermediation, not proof of a specific operational capability or a substitute for independent checks. KEZS does not assign credit scores; investors perform their own diligence and make their own decisions. Technology does not guarantee truthful claims, regulatory suitability, approval, repayment, profitability, liquidity or preservation of capital. The rights and risks still depend on the actual instrument, documentation, participants and execution.

## References and context

Institutional reference points for checking applicable rules and guidance. Calculations and scenarios are original examples, not quotes, historical results or individualized recommendations.
- [Banco Central — correspondentes no País ↗](https://www.bcb.gov.br/estabilidadefinanceira/exibenormativo?tipo=Resolu%C3%A7%C3%A3o%20CMN&numero=4935)
- [CVM — Resolução 88, texto e alterações ↗](https://conteudo.cvm.gov.br/legislacao/resolucoes/resol088.html)
- [CVM — Resolução 175, fundos de investimento ↗](https://conteudo.cvm.gov.br/legislacao/resolucoes/resol175.html)
- [Portal do Empreendedor — perguntas sobre MEI ↗](https://www.gov.br/empresas-e-negocios/pt-br/empreendedor/perguntas-frequentes)
- [ANPD — orientações e perguntas frequentes ↗](https://www.gov.br/anpd/pt-br/acesso-a-informacao/perguntas-frequentes)

AI-assisted educational content. Decisions require verification of the information, instruments and providers in each actual case.

## Keep learning.[Explore the category ↗](https://kezs.com.br/en/learn/accelerators-diligence)

[

Accelerators and venture builders: diligence and governance 

### Data Rooms and Evidence Quality: Assessing Accelerators and Venture Builders

How investors can assess evidence, service pricing, intellectual property, cash flow and conflicts in Brazilian accelerator and venture builder programs.Explore the article ↗  ](https://kezs.com.br/en/learn/accelerators-diligence/data-rooms-and-evidence-quality-assessing-accelerators-and-venture-builders)

[

Accelerators and venture builders: diligence and governance 

### Cash, Revenue and Execution Capacity: How to Assess Accelerators and Venture Builders

Assess cash, revenue, service pricing and execution capacity in accelerators and venture builders, with a worked example, conflicts and governance.Explore the article ↗  ](https://kezs.com.br/en/learn/accelerators-diligence/cash-revenue-and-execution-capacity-how-to-assess-accelerators-and-venture-builders)

[

Accelerators and venture builders: diligence and governance 

### Investor Contracts, Powers and Rights in Accelerators and Venture Builders

Learn how investors can assess services, equity, intellectual property, governance and conflicts in Brazilian accelerator and venture builder programs.Explore the article ↗  ](https://kezs.com.br/en/learn/accelerators-diligence/investor-contracts-powers-and-rights-in-accelerators-and-venture-builders)

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