Acceleration and venture building programs can combine business preparation, product development, commercial support, and investment. Before assessing the startup itself, an investor needs to establish who provides what, in exchange for which rights, and under what conditions. The same organization may be a service provider, shareholder, and creditor. Those roles remain distinct even when presented in a single commercial proposal. Each creates different incentives, obligations, and possible claims against the business.
Start by separating resources from rights
Specialist time, access to professional networks, and software development can have economic value. Providing them does not automatically make them invested capital or establish that their quoted price matches the benefit received. Cash available to pay expenses, a service replacing a necessary hire, and a promise of customer introductions affect the company differently. An introduction may lead nowhere; useful development may save an expense without increasing the bank balance. The analysis must preserve these differences.
Begin with a relationship map covering service agreements, investment instruments, current ownership, future rights, and connections between the parties. Give each obligation an accountable party, evidence of performance, and a consequence for nonperformance. Where one agreement depends on another, make that connection visible. An investment thesis can accommodate commercial uncertainty without accepting ambiguity about the bargain. The objective is to understand how the arrangement supports the project and distributes its results, including when performance falls short.
Equity, convertibles, debt, and revenue sharing serve different purposes
Equity gives an investor an ownership position and the rights established by the company's legal structure and governing documents. These may include participation in distributions and a company sale, alongside negotiated voting or governance rights. Equity does not, by itself, create a maturity date for repayment. Capital may remain tied up, be diluted, or be lost. A minority holding can also be difficult to sell, even when the underlying company continues operating.
A convertible instrument sets conditions for obtaining future equity and may establish obligations before conversion. Examine its legal nature, conversion triggers, maturity, and treatment if the expected financing round never happens. Debt instead creates payment obligations under its terms. Security and payment priority can influence possible recovery, but they cannot create cash or eliminate default risk. Comparing instruments requires examining the enforceable rights rather than relying on labels such as strategic investment or partnership.
Revenue-based remuneration may pay for services or form part of another contractual arrangement without creating ownership. Its calculation must distinguish invoiced sales, cash collected, and net revenue, with a term and cap where agreed. Existing eligible receivables are different from hoped-for sales: an expectation of business is not an established payment claim. A nonprofit donation creates neither equity nor a promised financial return. These structures cannot be treated as interchangeable ways to obtain the same economic outcome.
Explain why building together should improve this particular project
A venture builder may help by combining capabilities that are difficult to hire separately, organizing product decisions, or shortening the path to a meaningful commercial test. An accelerator may improve preparation, access to specialists, and execution discipline. These are hypotheses about contribution, not demonstrated results. Assess each activity against a specific obstacle facing the project. The reputation of a program can inform questions, but it cannot establish whether the proposed work addresses the company's actual constraint.
Consider a company with working technology but no repeatable sales process. A package focused on rebuilding its product could consume resources while leaving its main problem untouched. Another company may depend on fragile spreadsheets and first need software development and better data organization. The same service can be essential in one case and unnecessary in another. Diagnosis should precede pricing and document alternatives, including direct hiring, a narrower external assignment, or execution by the existing team.
A testable thesis states the starting position, intended change, required resources, and observable signs of progress. Conversations with prospective customers provide evidence of learning, not contracted revenue. A working demonstration does not establish production stability. Distinguishing these stages lets investors interpret reporting without demanding impossible certainty. It also creates a basis for stopping work that no longer serves the project. Continuing a service merely to justify an ownership stake already negotiated can compound an earlier mistake instead of protecting value.
Value services without confusing cost, price, and benefit
The builder's staffing cost, the price of an equivalent external service, and the benefit to the startup are separate reference points. The first describes the provider's cost structure; the second supports comparison; the third depends on the project and remains uncertain. None independently determines a fair ownership percentage. An expensive team may contribute little to the immediate problem, while a short intervention may remove an important obstacle without justifying a disproportionately large claim on future value.
A defensible service assessment considers scope, the seniority of the people actually assigned, time commitment, deliverables, dependencies, and comparable hiring options. Show development, commercial support, and financial preparation separately when they form one package. Promotional activities, commercial discounts, and hours shared across projects should not appear as exclusive dedication. Clarify whether pricing includes management, tools, infrastructure, support, and corrections. Otherwise, the apparent package price may conceal additional cash requirements that materially change the investment decision.
Investors can request comparable proposals for cash payment and equity-based remuneration, with an explanation of the difference. Accepting equity exposes the provider to risk and illiquidity, but that does not justify any premium it chooses. State the assumptions behind the negotiation. Then distinguish the agreed contractual value, accounting treatment, and benefit ultimately realized. They answer different questions. Documentation should make it possible to discuss a disappointing outcome without pretending that an initial estimate was a verified measure of value.
Make deliverables verifiable and acceptance workable
Descriptions such as strategic support or complete development provide little basis for determining whether a service was performed. An operational agreement needs identifiable outputs and relevant activities. Product work might require accessible source code, agreed tests, documentation, and knowledge transfer. Commercial support might require account selection, process organization, and documented outreach. These activities can be assessed without promising sales. Evidence should show the work actually commissioned rather than substitute an attractive presentation for the underlying delivery.
Acceptance criteria should identify the reviewer, evidence required, review period, and correction procedure. Pay particular attention to deemed acceptance provisions: a small team may miss a deadline without understanding the economic consequences. Record dependencies as well. If the startup fails to supply necessary access, delivery may be delayed without provider fault. If the builder loses its assigned team, the delay should not automatically be attributed to the entrepreneur. A useful agreement distinguishes these causes and provides a way to document them.
Linking portions of remuneration to accepted milestones can reduce exposure to paying in full for incomplete work. It does not require turning every service into a revenue target. Some outputs are within the provider's control; commercial outcomes also depend on customers and market conditions. Separate the two, require documented scope changes, and explain how partially useful work will be treated. This gives investors a practical way to compare rights granted with contributions received without becoming responsible for managing every task.
Intellectual property must reach the company receiving the investment
When a builder develops a product, ownership and usable rights over the resulting assets become central to the investment. Payment or an equity award does not, by itself, settle every right concerning code, design, content, databases, or documentation. Agreements should address contributions from employees, contractors, and third parties, using arrangements appropriate to each asset and supported by suitable Brazilian legal review. The relevant question is whether the invested company can lawfully operate, maintain, and develop what it depends on.
Separate the builder's preexisting technology, materials created specifically for the startup, and third-party components. A reusable library may remain the provider's property if the company obtains the rights it needs and understands restrictions, costs, and dependencies. Open-source components can also carry significant conditions. An investor should be able to identify what transfers, what is licensed, and what requires a separate supplier agreement. A general statement that the startup owns the product may leave these distinctions unresolved.
Operational control complements contractual rights. Check repository access, governance of infrastructure accounts, deployment documentation, and the practical ability to replace the supplier. The builder's departure should not leave the company unable to maintain its product because basic access or knowledge is missing. Conversely, do not assume that the startup receives tools the builder uses across its entire portfolio. The arrangement should explicitly provide enough continuity for the business, with understandable costs and a clear division of responsibilities.
A complete example: cash and services enter through separate routes
Consider a wholly hypothetical transaction. The founders initially own 4 million ownership units, or quotas in this Brazilian company example. The parties agree on a pre-investment economic value of R$ 4 million, establishing a reference price of R$ 1 per unit. A cash investor contributes R$ 500,000 and receives 500,000 newly issued units. There are then 4.5 million units: the founders hold approximately 88.8889%, and the investor holds 11.1111%. These figures describe the position immediately after the cash investment.
Separately, the parties approve a R$ 150,000 service package remunerated through new units at the same reference price. Assume, solely for the example, a corporate and documentary structure that can validly implement the arrangement following legal and accounting review. Issuance occurs in three installments of 50,000 units, each linked to R$ 50,000 of accepted work. The reference price remains fixed by agreement. That contractual choice does not establish that the company's market value remains unchanged throughout delivery.
Once all milestones are completed, the total reaches 4.65 million units. The founders hold approximately 86.0215%, the cash investor 10.7527%, and the builder 3.2258%. Subject to rounding, these percentages total 100%. The company has received R$ 500,000 in cash and R$ 150,000 in accepted services, not R$ 650,000 available in its bank account. Services may replace budgeted expenditure, but they cannot directly pay obligations requiring money. Both contributions matter, while serving different financial functions.
Use consistent denominators for dilution and exit proceeds
In this example, the investor's percentage falls from 11.1111% to 10.7527% because the builder's remuneration increases the total number of units. If a proposal promises the investor 11.1111% after all service issuances, the unit allocation or another assumption must change. Presenting the percentage before those issuances as the final holding is a denominator error. A capitalization table should identify the stage represented by every figure and distinguish issued ownership from rights expected to become ownership later.
Now assume a hypothetical sale leaves R$ 9.3 million available for distribution to owners after applicable obligations, expenses, and adjustments. If every unit has equal economic rights and there are no preferences, each receives R$ 2. The founders receive R$ 8 million, the investor R$ 1 million, and the builder R$ 300,000. This is arithmetic based on stated assumptions, not a forecast of sale value, timing, taxes, or actual returns. The distributable amount must not be confused with an announced headline transaction price.
If only R$ 2.325 million is distributable, each unit receives R$ 0.50. The founders receive R$ 2 million, the investor R$ 250,000, and the builder R$ 75,000. Liquidation preferences or classes with different rights would change these calculations. An ownership table therefore needs distribution scenarios alongside it, including little or nothing left for owners. A percentage describes a fraction of a defined base; it does not establish how much cash that fraction will ultimately produce.
A cash schedule reveals what services cannot finance
Return to the company receiving R$ 500,000 in cash. Assume it had no cash beforehand, receives no additional financing, and has net cash consumption of R$ 60,000 per month for the first three months. It has R$ 320,000 left after that period. If net consumption rises to R$ 80,000 in each of the next three months, the balance at the end of month six is R$ 80,000. These simplified consumption figures already incorporate operating payments and receipts.
Do not add the R$ 150,000 service package to that balance. For consistency, the budget assumes that the builder's agreed activities require no additional cash payment. If replacement contractors become necessary, recalculate the budget using their costs and timing. One further month at R$ 80,000 would consume the entire remaining balance, leaving no reserve for surprises. Granting equity for services may conserve cash relative to an alternative arrangement, but it does not automatically finance the next stage of operations.
A practical decision might make further hiring or new expenditure conditional on a commercial and financial review at the end of month three. If evidence is weak, the parties could reduce scope, seek revenue with lower delivery costs, or prepare another funding source without assuming it will materialize. Assess the time between recognizing a problem and taking effective action. Accurate reporting delivered after all cash has been committed can still arrive too late to preserve useful choices.
Convertibles need rules for every plausible path
When the company's valuation remains heavily contested, a convertible can postpone part of that decision. It does not eliminate negotiation. Attention shifts to conversion price, discount, any valuation cap, qualifying events, and rights before conversion. The agreement must also address a company sale, maturity, closure, and the absence of another financing round. The word convertible alone does not establish which remedies or alternatives the holder can demand, or whether a cash repayment obligation exists in a particular circumstance.
In a separate hypothetical example, a R$ 300,000 instrument provides a 20% discount to the price in a future round. If that round prices units at R$ 2, the discounted price is R$ 1.60, producing 187,500 units. Suppose an alternative valuation-cap calculation produces R$ 1.50 per unit and the contract specifies that the lower price applies. Conversion then produces 200,000 units. Do not apply an additional discount to R$ 1.50 unless the agreement expressly requires that calculation.
Neither quantity establishes the final ownership percentage. That still requires the existing units, units issued in the round, and other rights included in the contractual formula. If services are also remunerated through a convertible, distinguish amounts earned through accepted deliveries from cash actually contributed. Model simultaneous instruments together. Caps, discounts, and definitions of capitalization can interact in ways that produce substantially different dilution from what each party expects when examining its own instrument in isolation.
Debt and revenue-based payments must fit the business
Debt may preserve ownership percentages while creating payments that compete with operating needs. In another hypothetical example, a company receives R$ 120,000 and undertakes a total obligation of R$ 132,000, paid in six installments of R$ 22,000 beginning in month seven. These numbers illustrate arithmetic, not a market rate or recommendation. If cash available before installments is R$ 15,000 per month, the business faces a monthly shortfall of R$ 7,000 during the repayment period.
Avoiding dilution does not make this obligation economically lighter. Examine the payment source, essential expenditure, seasonality, and consequences of late payment. Any security requires assessment of its existence, ownership, priority, and realistic recovery. Debt funding for an activity with a long path to revenue can impose pressure inconsistent with the project's cycle. A grace period postpones payment; it does not correct structurally inadequate cash generation. The financing decision should account for that mismatch before the obligation becomes due.
Revenue-based charges may strain the company before it earns a profit. A 4% charge on R$ 100,000 collected equals R$ 4,000, but affordability depends on the costs needed to generate those receipts. Address cancellations, refunds, amounts passed through to others, duration, and audit rights over the calculation base. If the builder already receives equity and fees, an additional revenue share needs its own economic justification. Consolidate all components instead of judging each charge as though the others did not exist.
Governance rights should protect the investment without stopping operations
Economic rights also depend on who controls cash, hiring, borrowing, and asset sales. A minority investor may negotiate periodic information, participation in decision forums, and consent rights over specified matters. Design these rights around the company's operational capacity. Requiring approval for every expense shifts daily management toward people who may not follow the business closely and can delay necessary decisions. A protective mechanism becomes costly if nobody can tell which decisions require it or obtain a timely response.
A useful division separates operations within the approved budget, significant strategic changes, and extraordinary transactions. The builder might coordinate development, founders lead customer relationships and staff, and investors monitor budgets and risks through agreed channels. Specify who accepts the builder's own work. Allowing it to certify performance alone and automatically receive equity creates weak oversight, particularly if it also influences management. Acceptance authority and any procedure for resolving disagreement should be clear before a milestone is submitted.
Reporting should make decisions traceable without accumulating irrelevant information. Cash balances, committed expenditure, delivery progress, commercial evidence, and capitalization changes become more useful when connected to deviations and corrective action. A preemptive right in future issuances, where applicable, is an opportunity subject to its terms; it does not preserve a holding without further investment. A board seat likewise does not ensure that losses can be prevented. Governance supplies information and decision rights, while the underlying commercial risk remains.
Identify conflicts before commitments are made
A builder may recommend suppliers that pay it commissions, select competing projects, or propose investments in companies it already owns. It may also control the price estimate for services it will provide itself. None of these circumstances proves misconduct, but each changes incentives. Investors need disclosure of relevant economic and personal connections before relying on recommendations or approving contracts. A recommendation's usefulness and the recommender's financial interest are separate matters that should both be visible.
Responses can combine disclosure, competing proposals, approval by people without a direct interest, and a recorded explanation. An identical substitute may not exist for specialized work. Even then, scope, price, necessity, and partial alternatives can be assessed. Where a decision-maker also benefits financially, recusal or another procedure appropriate to the company's structure can help prevent the same party from proposing, approving, and supervising its own remuneration. The control should identify who makes the decision when the interested person steps aside.
Less obvious conflicts include senior staff being reassigned to another project, portfolio companies competing for an introduced customer, or commercial information circulating among competitors. Agreements and working practices should cover confidentiality, staffing commitments, referral criteria, and limits on data use. A conflict register should remain responsive to changes in suppliers, financing rounds, or portfolio composition. Disclosure at the start cannot address every later development. Reassessment is necessary when the interests surrounding a decision materially change.
Reconcile documents, protect data, and respect Brazilian regulatory boundaries
Due diligence should reconcile documents with the economic story. The entity receiving investment should correspond to the entity holding relevant assets and assuming the business obligations. Agreements, ownership records, delivery evidence, and financial movements should make amounts traceable. A business operating as a Brazilian MEI cannot admit equity partners while remaining a MEI. An ownership proposal therefore requires prior assessment of a compatible structure and formalization, rather than treating the necessary change as a minor registration adjustment.
The way an investment is offered also matters. Public distribution of securities and regulated financial activities require appropriate structures and providers. Technology or a CNAE economic activity classification does not grant permission to perform those activities. Materials from Banco Central, CVM, Portal do Empreendedor, and ANPD can provide research entry points. They do not prove that a particular company is authorized or replace case-specific analysis. Their mention here is educational and makes no claim of regulatory verification or KEZS authorization.
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 project purpose, evidence, and rights may support clearer analysis, but access controls and data protection remain necessary. Private documents should not be placed on public blockchains. Record integrity does not establish factual truth, legal title, reserve solvency, or a payment guarantee. Any proposed recording method needs assessment of cost, confidentiality, and practical usefulness.
Adverse scenarios need responses that can actually be implemented
Return to the main example's R$ 150,000 service package. If only the first R$ 50,000 milestone is accepted and the others do not occur, the described model issues only 50,000 new units to the builder. The total becomes 4.55 million units: approximately 87.9121% for the founders, 10.9890% for the investor, and 1.0989% for the builder. Expenses, pending work, and termination depend on the relevant terms. Do not assume payment or issuance for undelivered scope.
When quality is disputed, separate a defect from a changed priority or disappointing commercial result. A product can meet scope and fail to attract demand; it can also sell despite material technical defects. Review procedures, correction periods, and independent technical assessment can help resolve disagreement. Meanwhile, temporary arrangements for asset access and operational continuity may prevent the dispute from destroying shared value. Such arrangements need to identify what each party may do while the substantive issue remains unresolved.
Other events deserve explicit treatment: a founder leaves, the provider becomes insolvent, urgent cash is needed, or a low-value sale is proposed. Repurchase or forfeiture provisions are not necessarily enforceable merely because they seem balanced. They require a valid structure and clear conditions. Agree how deadlocks will be resolved and transition costs funded. A useful downside plan identifies obligations and enables action before damage grows. It cannot promise that a transition, enforcement process, or recovery will avoid loss.
Build an investment decision that can be reviewed
Before deciding, an investor can assemble a decision note connecting the thesis, resources, rights, and weaknesses. Explain why the services are needed, how they were priced, how much cash enters, who receives ownership, and which obligations fall due before sufficient revenue is available. The capitalization table should include existing contractual rights and planned issuances, with explicit assumptions. Attaching contracts is insufficient if nobody can reconstruct the economic calculation or identify which document governs an important outcome.
Correct errors in the documents that created them. If services were counted as cash, rebuild the budget. If a percentage ignored future issuance, revise the ownership table and affected instruments. If intellectual property depends on a provider without an adequate agreement, resolve the rights chain before describing ownership as settled. Record how each correction affects the decision rather than silently replacing a number in a presentation. A change may alter affordability, dilution, control, or the willingness to proceed.
Practical completion includes assigning responsibility for acceptance, ownership updates, payments, data protection, conflict monitoring, and release conditions for each stage. The decision may be to invest, renegotiate, narrow the scope, or wait for specific evidence. Record which facts support that choice and which assumptions still need testing. This discipline helps evaluate an accelerator or builder through its actual contribution and the rights it receives. It preserves the ability to change direction while acknowledging uncertain outcomes and the real possibility of loss.
Frequently asked questions.
Can services supplied by an accelerator count as an investment?
Services can form part of an economic arrangement that gives the provider rights, but they do not automatically become invested capital. Identify the work, agreed value, acceptance procedure, and instrument establishing remuneration, then validate corporate, legal, and accounting implementation. Keep cash received separate from services when assessing liquidity. If a presentation combines both into one contribution figure, it should explain the composition and avoid treating the total as money available to spend. A service may replace a planned expense without funding payroll, suppliers, or other cash obligations.
How can ownership be negotiated when the value of services is uncertain?
One option is to divide scope into milestones, compare prices, and link the acquisition of rights to accepted work. A smaller initial assignment paid in cash may reduce uncertainty before committing to the remaining package. Avoid resolving disagreement through an arbitrary percentage. Establish whether the dispute concerns service price, company valuation, provider risk, or the breadth of obligations. Those are different negotiation questions. Documenting them helps the parties decide whether to change scope, remuneration, or the valuation assumptions rather than conceal the disagreement inside a single equity figure.
Should a builder receive its entire ownership stake when the agreement is signed?
That depends on contributions already made, the legal structure, and negotiated conditions. Granting the full stake before delivery increases the startup's exposure to future provider performance. Milestone-based acquisition can connect remuneration to execution, provided acceptance criteria are objective and protect against unjustified rejection. If rights are acquired in advance, examine what happens after nonperformance and whether the proposed remedy can validly operate. Do not assume that cancellation, repurchase, or forfeiture will be automatic. The practical consequences should be understood before the ownership arrangement is implemented.
Does a convertible avoid negotiating the startup's valuation?
It may postpone the effective price, but caps, discounts, and conversion formulas already allocate value and risk. Negotiation must also cover no further round, a sale, maturity, and closure. Compare proposals by calculating unit quantities at different future prices and using the complete denominator for each scenario. The same contribution can produce very different ownership positions depending on other instruments and contractual definitions. A lower conversion price increases units under the formula, but it does not guarantee a valuable holding, a buyer, or a financial return.
How should an investor assess a builder charging fees, equity, and a revenue share?
Analyze all three together. Fees consume cash, the revenue share affects operations according to its calculation base, and equity participates in the outcomes established by ownership documents. Each component needs an identifiable contribution or clear economic justification. Model weak trading months, growth, and a company sale, including timing and cumulative cost. Combined remuneration may be negotiable, but examining each element separately conceals its overall burden and possible conflicts. Also check who verifies the services and revenue figures when the builder benefits from both calculations.
What evidence distinguishes actual delivery from a persuasive presentation?
For development, look for asset access, a reproducible demonstration, agreed tests, and continuity documentation. For commercial support, distinguish outreach, qualified opportunities, signed contracts, and cash collected. For governance, reconcile reports with decisions, accountable people, and relevant financial records. Evidence must match the claim: a meeting does not prove a sale, and a contract does not prove payment. Access should respect confidentiality and data protection. Request enough information to assess the obligation without unnecessarily exposing customer information, private documents, or commercially sensitive material.
What should an investor do if the builder's contribution becomes less useful?
First establish whether there has been nonperformance or a legitimate change in business needs. Then consider stopping future milestones, renegotiating scope, or replacing the provider within existing rights. Accepted services and validly acquired ownership do not disappear because strategy changes. Assess transition cost, intellectual property, technical access, available cash, and responsibility for unfinished work. Recording the revised thesis helps distinguish business learning from execution failure. It also discourages increasing the commitment simply to defend the original decision when a narrower or different approach may now be more appropriate.
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.
