Programs combining business preparation, product development, commercial support and possible investment can address real problems for an early-stage company. They can also concentrate roles that deserve separate scrutiny. A venture builder might select a project, recommend its valuation, supply staff, introduce contractors, negotiate equity and present the business to investors. That concentration does not establish fraud. It creates opportunities for a decision described as helping the company to benefit the organization controlling the process as well.
An investment can fund a business while also supporting its supplier
The investor's first question is where the money, rights and decision-making authority go. Funding described as supporting product development might finance a substantial contract with the accelerator itself. A company might grant equity for services whose scope remains undefined. Commercial forecasts might come from the same person paid to demonstrate the program's success. Each relationship needs its own examination: a single presentation of the overall package can conceal differences between funding, supplier revenue and compensation.
The purpose of diligence is to understand the economic mechanism and test whether it has been fully explained. Identify who bears the loss if delivery fails, who owns the code, who receives payment first and who approves spending. A useful program can still suffer delays, conflicts and losses. Turn broad promises into verifiable obligations, with ways to address departures from the agreement. Personal trust can support cooperation, but the arrangements must also work when participants disagree.
Separate services, capital and financial instruments before assessing the package
One commercial proposal may combine consulting, development, licensing, a cash contribution and a right to acquire equity. Break the package into components. For each, identify the contracting party, beneficiary, consideration, deadline, completion condition and consequence of nonperformance. Equity, convertible instruments and debt require terms addressing their respective rights. Providing a service does not automatically constitute invested capital, and a commercial label cannot establish what someone legally acquires.
This separation makes comparisons meaningful. A builder working for equity takes a different risk from an investor transferring cash. A creditor may have a contractual repayment claim, while an equity holder relies on ownership rights and business performance. A convertible adds conditions governing a possible conversion of a claim or right into equity. Calling everything investment leaves differences in maturity, priority, dilution, governance and insolvency exposure unresolved. Donations, loans, receivables transactions and equity also create distinct rights and risks.
Identify the entity receiving each resource. A Brazilian MEI, or individual microentrepreneur, cannot admit equity partners while remaining a MEI. A donation to a nonprofit does not confer equity or promise a financial return. Existing receivables eligible for a particular transaction require different analysis from hoped-for sales. These distinctions define what a funder receives and prevent an acceleration package from using familiar terminology to suggest rights its actual structure cannot deliver.
Map related parties and indirect benefits
A related-party review should extend beyond the owners named in the presentation. Include managers, companies under common influence, family members with meaningful influence over decisions, recurring suppliers and entities receiving transaction-linked compensation. Establish who can influence a contract or benefit from it. An apparently independent agency might belong to an accelerator manager; a recommended consultant might pay a referral fee to the person making the recommendation.
Request a relationship declaration supported by proportionate verification: ownership information, people responsible for procurement, referral agreements and payment recipients. It should cover subsequent changes. If a supplier is replaced by a business connected to the approver, reopen the review. An entry-stage declaration becomes less useful as relationships evolve without updates. Investors should also disclose their own interests when recommending suppliers or participating in approvals.
Describe the chain explicitly: the company hires the builder; the builder subcontracts a company owned by one of its partners; that company shares staff across projects. Each step may be legitimate, yet adds pricing, dependency or supervision questions. Deliberately omitting a material relationship warrants greater concern than the relationship alone. Ask whether the interest was disclosed before the decision and whether participants could meaningfully challenge the price, need and supplier choice. Disclosure arriving after an irreversible commitment offers less protection.
Distinguish service prices, delivery costs and value to the project
A statement that services are worth a particular amount might refer to a list price, estimated team cost, third-party quotation or negotiated compensation for risk. These bases are different. A package priced at R$ 120,000 might have an estimated cost of R$ 72,000 and gross margin of R$ 48,000. That difference alone does not establish abuse. Assess it alongside scope, responsibilities, delivery capacity, support and alternatives available to the company. These figures are hypothetical arithmetic, not market benchmarks.
Compare equivalent deliverables. A prototype quotation is not directly comparable to a product including integrations, documentation and maintenance. Staff hours do not guarantee results: a team may exhaust its contracted time without solving the problem. Ask how each stage was priced, identify dependencies on third parties and establish whether additional expenses are included. A discount against a list price with no demonstrated commercial history provides little evidence of an economic advantage.
Test how much of the package the company would buy if it had to pay entirely in cash. Repeated mentoring, underused licenses and events unrelated to operations may increase the nominal amount without proportional benefit. The answer may support reducing scope, commissioning an initial stage or obtaining an independent proposal. When compensation takes the form of equity, uncertain delivery supports conditions for earning the rights. Make the service price explicit without assuming that every eligible expense creates equal value.
A numerical example: available cash and equity for services
Consider a hypothetical company valued at R$ 1.2 million before this transaction. Its founders hold 1.2 million ownership units, used solely to simplify the arithmetic, at a negotiated R$ 1 per unit. An investor contributes R$ 300,000 in cash for 300,000 units. The builder can earn up to 120,000 units for services contracted at R$ 120,000. These assumptions establish neither a market valuation nor appropriate pricing, and the units are not a ready-made Brazilian legal structure.
If all deliverables are accepted and the units are earned under the agreed conditions, the total reaches 1.62 million units. Founders hold approximately 74.07%, the investor 18.52% and the builder 7.41%, totaling 100% after rounding. Although the transaction assigns R$ 420,000 to the new contributions, only R$ 300,000 enters the bank account. Services valued at R$ 120,000 cannot pay wages, taxes or external suppliers. They conserve cash only to the extent they replace spending the company would otherwise incur.
Now divide the services into milestones worth R$ 30,000, R$ 40,000 and R$ 50,000. Distinguish earned rights from potential ownership; the maximum allocation does not mean every obligation has been fulfilled. If only the first two milestones are accepted and the contract grants no right to the third allocation, the builder earns 70,000 units. The total is then 1.57 million: approximately 76.43% for founders, 19.11% for the investor and 4.46% for the builder. Implementing this ownership arrangement requires appropriate legal instruments beyond the calculation.
Track cash over time without counting the same benefit twice
In the same example, the R$ 300,000 cash contribution funds six months: R$ 90,000 for additional product expenses, R$ 60,000 for commercial activity, R$ 120,000 for the internal team and a R$ 30,000 reserve. The first three categories total R$ 270,000, simplified to R$ 45,000 a month. Builder services sit outside these expenses and must have complementary scope. If development compensated with equity also appears in the R$ 90,000 product budget, explain the distinction to prevent double counting.
With no revenue and no reserve use, month-end balances would be R$ 255,000, R$ 210,000, R$ 165,000, R$ 120,000, R$ 75,000 and R$ 30,000. The builder's milestones fall at the ends of months two, four and six. Accepting the services changes contractual rights but adds no cash to this sequence. Recording their value as a financial inflow creates fictional liquidity and may cause the investor to underestimate further funding needs.
If completion slips by two months while spending continues at R$ 45,000 monthly, the extension requires R$ 90,000. The reserve covers R$ 30,000, leaving R$ 60,000 without an identified source. This hypothetical planning shortfall does not prove fraud. Responses include cost reductions, renegotiation or additional funding, each with consequences. Greater concern arises when a known delay is concealed, reports retain the original schedule, the shortfall goes unreported and unavailable deliverables continue to receive full value.
Define deliverables that can be accepted, rejected and corrected
Translate an obligation to develop the product into identifiable outcomes. One stage might cover authentication, order recording and data export, with documentation and operating criteria. Another might include testing, defect correction and knowledge transfer. These are illustrative deliverables, not claims about KEZS features. Separate the builder's responsibilities from internal-team work and additional purchases. Undefined dependencies let each side blame the other for delays without a basis for resolving them.
The R$ 30,000, R$ 40,000 and R$ 50,000 milestones should require more than slide presentations. Appropriate evidence may include an identified version, an accessible environment, relevant tests, outstanding issues and acceptance by an authorized, competent reviewer. The person earning equity should not alone certify completion. The company's technical leadership or an independent professional can review delivery, with cost and timing proportionate to complexity. Acceptance needs to identify the work actually examined.
Address justified rejection, correction periods, partial acceptance and defects discovered later. A minor fault should not leave a whole allocation unresolved indefinitely; an unusable product should not automatically earn full compensation. When delivery fails, record the unmet criterion and required correction. This makes opportunistic disputes harder for either side and helps distinguish a legitimate technical disagreement from fabricated evidence intended to accelerate compensation. It also gives the parties a practical route toward resolving incomplete work.
Establish ownership of code, data and the right to keep operating
A product presented as the investee's asset may depend on components owned by the builder or third parties. Distinguish project-specific code, pre-existing tools, licensed libraries, brands, content and data. Contracts should explain rights to use, modify and transfer these assets, and to continue operating after the relationship ends. Access to a demonstration does not establish ownership. Paying an invoice alone does not resolve the full chain of rights in the underlying work.
Examine that chain when professionals and suppliers work across portfolio companies. Do agreements with creators and subcontractors permit the rights promised to the investee, and what restrictions apply? A reusable module can be efficient if the project understands its license and does not pay for nonexistent exclusivity. Risk rises when the builder describes the same codebase as exclusive work for several companies or makes access conditional on charges absent from the negotiation.
Continuity also depends on repositories, domains, infrastructure accounts, administrative credentials and recoverable backups. Control should match the company's responsibilities, with individual access and workable transfer arrangements. Private documents and personal data need appropriate protection and should not be placed on public blockchains. A tamper-resistant record may help compare versions, but does not prove lawful authorship, legal title, technical quality or truth. Preserving a file's integrity answers a narrower question than establishing the rights needed to run the business.
Follow the money through related-party procurement
Return to the R$ 120,000 package, with estimated costs of R$ 72,000 and gross margin of R$ 48,000 for the builder. Suppose R$ 36,000 of those costs pays a development company owned by one of its managers. The R$ 36,000 is included in the R$ 72,000; it is not an additional investee expense in this example. Disclose the relationship, subcontracted scope and builder's responsibility for failures. Otherwise, the same work might appear both inside the package and as an extra charge.
A related supplier can be justified by suitable capability, price and timing. Examine real alternatives, replacement costs and available quality; obtaining a quotation should serve a decision rather than become an empty formality. Establish who defined the need, negotiated the price and approved the selection. If the economic beneficiary performs all three functions, no separate reviewer is defending the company's interest. Record the reasons for selection and the conditions that would trigger reassessment.
Then trace payments and offsets. Look for charges covering work already compensated with equity, unsupported reimbursements and undisclosed commissions. Transfers within a group may be legitimate, but generic descriptions impede verification. Reconcile the contract, billing document, deliverable and recipient. Investors do not need unrestricted access to every personal detail: sufficient evidence can be shared in a controlled environment, withholding information irrelevant to the decision. The aim is a traceable transaction, with access proportionate to its purpose.
Separate warning signs, suspected misconduct and supported conclusions
A delay, high margin or substantial builder stake deserves explanation but does not independently establish fraud. A warning sign is an observation: the supplier has not supplied requested evidence. A hypothesis is an interpretation to test: perhaps the deliverable does not exist or a relationship was concealed. A conclusion needs supporting evidence and consideration of alternatives. Keeping these levels separate helps prevent both premature accusations and complacency about repeated inconsistencies.
Patterns warranting prompt examination include persistent refusal to identify payment recipients, incompatible versions of a contract, customer claims that cannot be checked with authorization and pressure to invest before reviewing essential documents. Replacing every verifiable question with appeals to reputation or urgency is another concern. Record the gap, request specific evidence and identify the decision that depends on it. An unanswered question can justify declining an investment without sufficient evidence to allege fraud.
Compare sources with different origins. A spreadsheet, report and presentation prepared by one person are not three independent confirmations. Contracts, operational records and direct confirmations can answer different questions within authorized access. If documents appear altered or funds diverted, preserve versions and decision records and seek specialist advice. Investors do not need to complete a criminal investigation before deciding that available transparency is insufficient for the proposed economic risk. The investment decision and any allegation require their own evidentiary foundations.
Test commercial evidence and figures produced by the program
Commercial-support reports may count meetings, open opportunities, proposals and potential revenue. These describe different stages. A meeting does not establish purchase intent; an unaccepted proposal is not a contract; a conditional contract is not cash received. Request stable definitions and track progression between stages. If the program changes the meaning of a qualified opportunity to preserve a favorable trend, historical comparisons lose meaning and may conceal weaker performance.
Commercial checks should be proportionate and authorized. They may include contract samples, delivery evidence and reconciliation of billing against receipts, while protecting personal data and business secrets. Examine customer independence, broad cancellation rights and obligations to refund or perform substantial future work. A group company can be a legitimate customer, but its purchase provides a different signal from independent demand. Reciprocal transactions can also inflate revenue without establishing that a wider market is willing to pay.
Keep receivables separate from expectations. A hoped-for future sale should not be treated as an existing claim eligible for a particular transaction. Even an existing receivable may involve disputes, concentration or conditions affecting its usefulness. Compare traction claims with documents supporting each stage. When a projection has been presented as fact, correct its classification, recalculate cash scenarios and examine whether compensation or ownership decisions relied on that mistake. A forecast can support planning while remaining uncertain.
Assign responsibilities so beneficiaries do not approve their own rewards
Workable governance assigns concrete tasks. Investee management monitors the budget and operating needs. A technical reviewer checks delivery criteria. Finance verifies documentation and executes authorized payments. A defined corporate or contractual body approves material transactions and addresses conflicts. In a small company, one person may hold several roles; acknowledge that concentration and use independent review where the financial interest is most direct. Controls should fit the company's resources while addressing the actual exposure.
A builder can contribute strategic expertise without deciding alone on its own compensation. Related-party transactions need advance disclosure, exclusion from approval where applicable and a recorded decision by people without the same conflict. A board does little if its members depend on the supplier or merely endorse commitments already made. The control must operate before commitment, while scope, price and counterparty can still change.
Investors need information matching their rights and the business's complexity, potentially including cash reports, delivery status, material contracts and changes to declared relationships. Oversight does not require running daily operations or directing payments through informal channels. Document requests and decisions, with owners and deadlines. Clear responsibilities help establish whether failure arose in execution, supervision or contract design. They also reduce the opportunity for participants to blame someone who lacked the power or information needed to act.
Negotiate economic disagreements before they become disputes about trust
Founders, builders and investors can honestly disagree about package pricing. The builder may emphasize the risk of receiving illiquid equity; founders may consider dilution excessive; investors may believe some services promote the program more than the company. Discussion becomes more productive when each argument connects to a variable: scope, price, when equity is earned, required quality or responsibility for rework. Naming the disagreement makes its economic consequences easier to examine.
In the example, the investor might accept R$ 120,000 only through three milestones, while the builder wants all units on signing. Assess who finances the work and who bears incomplete-delivery risk. Alternatives include a smaller initial stage, a combination of cash and equity, or progressively earned rights under the chosen structure. Every change requires recalculating cash and ownership. A clause is incomplete as decision information if the accompanying figures still describe the previous arrangement.
A cheaper independent quotation creates another disagreement. Integration, speed or support might justify the builder's premium, but compare those specific conditions. If a related supplier remains the choice, record why the alternative falls short. Independent technical or legal assessment may cost less than a later material dispute. The aim is to prevent control of information or deadline pressure from producing an economic advantage other participants could not evaluate. Some disagreements may remain unresolved and affect whether the transaction proceeds.
Model combined failures because risks rarely occur alone
Suppose the first two milestones are accepted but the third fails. The builder earns 70,000 units and, under the example's contractual assumption, does not receive the remaining 50,000. This aligns compensation with accepted delivery, but restores neither lost time nor a completed product. The company may need another supplier. Examine whether documentation, access and rights make replacement possible, and whether money is available to finish the outstanding work.
Combine that failure with the two-month delay: the planned spending rate creates R$ 90,000 in additional expenses, of which the reserve covers R$ 30,000. The R$ 60,000 shortfall grows if transition costs were excluded. Do not add the entire R$ 120,000 service package again as cash spending: it was compensated with equity in this example. Count plausible additional disbursements and distinguish established amounts from estimates needing quotations. Replacement work must also be checked for overlap with the assumed extension costs.
A worse scenario combines customer loss, a related supplier unable to finish and code held in inaccessible accounts. Operational priorities become preserving cash, data and continuity while assessing contractual remedies. Recovery may be slow, uncertain or insufficient. Equity offers no liquidity guarantee; debt and convertibles can also produce losses. Contracts and controls clarify obligations and improve responses, but cannot ensure recovery, profitability, repayment or preservation of capital. A sound agreement does not remove business or counterparty risk.
Correct information without erasing history or inventing offsets
Legitimate transactions can contain errors. Suppose an initial report described R$ 420,000 as cash raised by adding R$ 300,000 in money to R$ 120,000 in services. Correct it to distinguish cash actually received, services and their effects on the budget and operating horizon. Link the correction to the earlier version and explain which decisions used the wrong information. Simply replacing the figure in the current file prevents readers from understanding the problem's extent.
Other problems include premature issuance or recognition of equity, discrepancies between instruments and the ownership table, or duplicate charges. Remedies depend on the documents and established rights, with appropriate professional support. Do not assume a disputed invoice can be offset by unilaterally reducing equity or promising extra units to another owner. Reconcile the original obligation, accepted delivery, payment and each party's position before adjusting. A rushed correction can create a second dispute without resolving the first.
The response to discovery reveals something about governance. An acknowledged, defined and evidenced correction differs from a series of incompatible explanations. Establish who validates the adjustment, which controls prevent recurrence and whether other transactions show the same pattern. If investment decisions were affected, explain the impact to those entitled to the information. Transparency does not remove consequences, but helps restore a reliable basis for assessment and assign responsibility for what each participant actually controlled.
Use technological intermediation without mistaking organization for validation
A project-focused approach can bring funding purpose, business stage, participants, documents and proposed terms into an understandable context. KEZS connects entrepreneurial projects and potential funders through technology and intermediation. Investors conduct their own diligence and make their own decisions; KEZS does not assign a credit score. Organizing information can help people ask questions and compare proposals. A project's presence does not certify its quality, legality or suitability, or demonstrate funding success.
Transparent documentation still requires access limits. A summary can explain a contract's purpose and related-party links without exposing personal documents or unnecessary commercial details. Sensitive files should circulate according to authorization and purpose, with version and recipient controls. Recording delivery or file integrity does not verify economic content. Blockchain integrity likewise does not establish truth, legal title, reserves, solvency or a payment guarantee. Private documents should remain outside public blockchains, regardless of a proposed record's technical durability.
Brazilian regulatory requirements depend on the actual activity and instrument. Public securities distribution and regulated financial activities require appropriate structures and providers; technology, a commercial contract or a CNAE economic-activity classification is not permission. Banco Central, CVM, Portal do Empreendedor and ANPD resources are entry points for specialist consultation within their respective fields. They do not prove authorization for KEZS or any participant and do not replace case-specific analysis. Descriptions of the arrangement must respect these boundaries and avoid implying verified regulatory status.
Make decisions with verifiable conditions and proportionate monitoring
Before deciding, an investor should be able to explain how much cash enters, which services are purchased, who receives equity, which parties are related and which events release each right. If the explanation relies on vague language, return to the documents. Here, the essentials are R$ 300,000 in cash, up to R$ 120,000 in milestone-based services, a separate cash budget and dilution subject to contractual implementation. This concise account makes material changes easier to identify.
Give information gaps defined consequences. Pricing uncertainty may require another comparison; missing ownership rights may prevent contracting; an undisclosed relationship may require renewed approval; weak commercial evidence may reduce confidence in forecasts. A universal project score would not resolve these questions. Possible decisions include investing on verified terms, renegotiating, postponing or declining. Record the basis, assumptions and remaining risks, including reliance on the builder and future funding needs. This framework does not prescribe anyone's personal asset allocation.
After contracting, monitor events that could change the decision: milestone acceptance, reserve use, supplier replacement, changes of control, new charges and commercial deterioration. Match control costs to exposure and revisit them as risk increases. Acceleration and venture-building programs can combine capabilities difficult to procure separately. Assessing that potential advantage still requires testing its price, delivery and conflicts. Adequate documentation and governance support informed decisions while leaving open the possibility of partial or total loss.
Frequently asked questions.
Can a venture builder charge for services and also receive equity in the same company?
Assess the contracts and applicable legal structure, then identify what each form of compensation purchases. Cash may pay for one scope and equity another, provided the division is clear. If both compensate the same obligation, disclose the combination and include it in the price comparison; do not describe the service misleadingly as free. Check indirect charges, licenses, reimbursements and related-party payments as well. The advertised ownership percentage is only one part of the economics.
How can services for equity be compared with a cash-paid proposal?
First align scope, quality, timing, support, intellectual property and responsibility for corrections. Then compare cash required with economic rights granted. Equity may become valuable or lose all value, and generally has different liquidity from cash. Its cost therefore extends beyond the nominal amount used in negotiations. Examine dilution under different scenarios and cash needed for expenses the services do not replace. An independent proposal helps test price while leaving differences in execution and continuity to assess.
Should a related supplier be excluded automatically?
A relationship alone does not establish unsuitability. The supplier may offer specific capabilities and competitive terms. Require advance disclosure, reasons for selection, proportionate comparisons and approval by people without the same economic interest, alongside delivery criteria and a practical replacement option. Concealment changes the assessment: reliability of declarations and the omission's effect on previous decisions also matter. An apparently low price does not automatically compensate for lost trust.
What if the builder considers a milestone complete and the company disagrees?
Compare the work with the documented milestone criteria and collect evidence of the delivered version, tests and outstanding issues. Distinguish blocking failures, correctable defects and new scope requests. Independent technical review may help. Follow the contract's correction period, partial-acceptance process and compensation terms. Avoid granting equity merely to end the dispute or rejecting everything because of a requirement introduced later. If the original criteria were vague, the corrective agreement should acknowledge that limitation.
Does failed delivery allow previously granted equity to be taken back?
That depends on the instruments, agreed conditions and rights already established. Nonperformance should not be assumed to permit unilateral cancellation. A right conditional on future delivery differs from equity already earned. In this example, failure of the third milestone prevents acquisition of its units because that outcome was expressly assumed. Previously granted rights may require other remedies and professional analysis. Designing the arrangement before contracting is usually more effective than improvising a reversal after conflict arises.
What evidence justifies stopping an investment decision?
Missing information essential to understanding risk may justify stopping without proof of fraud. Examples include unidentified fund recipients, an inconsistent intellectual-property chain, a contract that conflicts with the ownership table and refusal to explain a material relationship. Record the gap and what would resolve it. Pausing diligence, declining an investment and alleging wrongdoing are different decisions requiring their own grounds. Urgency does not replace evidence or oblige an investor to accept a risk they cannot assess.
What monitoring remains necessary after funding?
Monitor cash, deliverables, ownership changes and related-party transactions at a frequency suited to the business. Compare actual outcomes with the investment assumptions and explain material deviations. Here, a delayed milestone or an approaching reserve shortfall calls for review before lack of cash halts operations. Exercise agreed information and governance rights while preserving management's operational responsibility. Useful reports reveal open issues and uncertainty as well as progress, supporting timely correction, renegotiation or preservation of resources.
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 ↗
- CVM — Resolução 88, texto e alterações ↗
- CVM — Resolução 175, fundos de investimento ↗
- Portal do Empreendedor — perguntas sobre MEI ↗
- ANPD — orientações e perguntas frequentes ↗
AI-assisted educational content. Decisions require verification of the information, instruments and providers in each actual case.
